<PAGE>
As filed with the Securities and Exchange Commission on January 25, 1999.
Registration No. 333 -
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SUMMIT SECURITIES, INC.
(Exact name of registrant as specified in its charter)
---------------
Idaho 601 West First Avenue 82-0438135
(State or other Spokane, Washington (I.R.S. Employer
jurisdiction of 99201-5015 Identification No.)
incorporation or (509) 838-3111
organization)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Tom Turner, President
Summit Securities, Inc.
601 West First Avenue
Spokane, WA 99201
(509) 838-3111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
Susan Thomson, Esq. Robert J. Ahrenholz, Esq.
Associate Corporate Counsel Kutak Rock
601 West First Avenue 717 Seventeenth Street, Suite 2900
Spokane, WA 99201 Denver, Colorado 80202
(509) 838-3111 (303) 297-2400
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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 check the following box. [X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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 to be Offering Price- Aggregate Amount of
Securities to be Registered (1) Registered (2) Per Unit Offering Price(1)(2) Registration Fee(3)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Certificates
Series B.............. $50,000,000 -- $50,000,000 $13,900
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(a).
(2) Includes $20,000,000 of Investment Certificates which remain unsold and are
being carried forward from Registration Statement No. 333-43829 pursuant to
Rule 429 of the Securities Act of 1933, for which a filing fee of $6,060
was previously paid.
(3) A filing fee of $6,060 was previously paid for the $20,000,000 of
Investment Certificates carried forward from Registration Statement No.
333-43829 pursuant to Rule 429.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission acting pursuant to said
Section 8(a) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to securities registered
and remaining unissued under Registration Statement No. 333-43829 previously
filed by the Registrant.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED JANUARY 25, 1999.
PROSPECTUS
SUMMIT SECURITIES, INC.
$50,000,000 Investment Certificates, Series B
- --------------------------------------------------------------------------------
You should consider carefully the risk factors beginning on page 8 in this
prospectus.
The Certificates are obligations of our company and they are not insured or
guaranteed by any bank, governmental agency, any insurance company, any
affiliate of our company or any other person or entity.
- --------------------------------------------------------------------------------
Summit Securities, Inc. is offering Certificates with the following terms:
. The Certificates are unsecured debt instruments, senior only to outstanding
equity securities of Summit.
. The Certificates rank equally with unsecured debt of Summit and are
subordinate to all other debt of Summit.
<TABLE>
<CAPTION>
Minimum Term To Annual
Investment Maturity Interest Rate(1)
---------- -------- ----------------
<S> <C> <C>
$
$
$
$
$
$
$
$
$
$
$
$
</TABLE>
- -----
(1) You may elect one of three options to receive principal and interest
payments on the Certificates: (a) to receive interest monthly, quarterly,
semi-annually or annually, without compounding, (b) to leave the interest
with Summit and it will compound semi-annually, or (c) at the above
identified installment terms, equal monthly installments of principal and
interest in accordance with an amortization schedule that you select.
<TABLE>
<CAPTION>
Per Certificate Total
--------------- -----
<S> <C> <C>
Public Offering Price.............. 100% $50,000,000
Underwriting Discounts and
Commissions(1).................... 0% to 6% None-$3,000,000
Proceeds, before expenses, to
Issuer or Other Persons........... 100% to 94% $50,000,000-$47,000,000
</TABLE>
- -----
(1) You will not incur a direct sales charge. Certificates earn interest,
without deduction for underwriting discounts or commissions. Summit will
reimburse our underwriter for commissions paid to licensed securities sales
representatives. Sales commission rates on the sale of Certificates depend
upon the terms of the sale and upon whether the sales are reinvestments or
new purchases. See "PLAN OF DISTRIBUTION."
. Currently, there is no trading market for the Certificates and you should not
expect one to be established in the future.
. This offering of Certificates is subject to withdrawal or cancellation by
Summit without notice.
. We are offering the Certificates on a continuous, best efforts basis.
. The Certificates are being issued only in book-entry form.
. There is no minimum amount of Certificates that must be sold.
. You may not purchase Certificates pursuant to this prospectus after January
31, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
METROPOLITAN INVESTMENT SECURITIES, INC.
The date of this prospectus is January , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
FORWARD-LOOKING STATEMENTS.................................................. 2
PROSPECTUS SUMMARY.......................................................... 3
RISK FACTORS................................................................ 8
USE OF PROCEEDS............................................................. 9
DESCRIPTION OF CERTIFICATES................................................. 9
PLAN OF DISTRIBUTION........................................................ 12
LEGAL MATTERS............................................................... 13
EXPERTS..................................................................... 13
AVAILABLE INFORMATION....................................................... 13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 13
</TABLE>
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties, and assumptions about Summit, including, among other things:
. Our anticipated growth strategies;
. Anticipated trends in our businesses, including trends in the markets
for insurance, mortgages and annuities;
. Future interest rate trends, movements and fluctuations;
. Future originations of commercial loans;
. Future expenditures for purchasing receivables; and
. Our ability to continue to control costs and accurately price the risk
of default on the payment of receivables.
----------------
You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
2
<PAGE>
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information that
you should consider before investing in the Certificates. You should read both
the prospectus and the accompanying Annual Report of Summit on Form 10-K for
the fiscal year ended September 30, 1998, carefully before making your
investment decision.
The Company
General
Summit Securities, Inc. ("Summit") was incorporated under the laws of the
State of Idaho on July 25, 1990. Its principal executive offices are located at
601 West First Avenue, Spokane, Washington 99201-5015. Its mailing address is
P.O. Box 2162, Spokane, Washington 99210-2162 and its telephone number is (509)
838-3111. Summit also maintains an office at 8601 W. Emerald, Suite 150, Boise,
Idaho 83704 and its telephone number at that address is (208) 376-8260. Summit
and its subsidiaries are jointly referred to as the "Consolidated Group," while
references solely to the parent company will be to "Summit."
History
We were founded in 1990, as a wholly owned subsidiary of Metropolitan
Mortgage & Securities Co., Inc. ("Metropolitan") and we were later acquired by
National Summit Corp. ("National") on September 9, 1994. In the first six
months of 1995, we acquired a broker/dealer, Metropolitan Investment
Securities, Inc., and a subsidiary holding company of Summit, Summit Group
Holding Company, who acquired Old Standard Life Insurance Company ("Old
Standard") from Metropolitan. On December 28, 1995, Old Standard acquired
another insurance company, Arizona Life Insurance Company ("Arizona Life"),
which subsequently changed its name to Old West Annuity & Life Insurance
Company ("Old West"). We also own a property development company, Summit
Property Development, Inc. The chart on the next page depicts the relationship
among certain significant companies within the Consolidated Group.
Even though our parent company changed from Metropolitan to National, we
continue to be controlled by C. Paul Sandifur, Jr., who is both the owner of
National and the President and controlling shareholder of Metropolitan. As a
result of Mr. Sandifur's control, we have several affiliates that are
subsidiaries of Metropolitan, including Metwest Mortgage Services, Inc.
("Metwest") and Western United Life Assurance Company (Western United).
Collectively, Metropolitan, Metwest and Western United are referred to as
"Affiliated Companies."
Business
The Consolidated Group is engaged in a nationwide business of originating,
acquiring, holding and selling receivables. These receivables include small to
mid-sized commercial real estate loans and real estate contracts and promissory
notes that are secured by first position liens on residential real estate. The
Consolidated Group also invests in receivables consisting of real estate
contracts and promissory notes secured by second and lower position liens,
structured settlements, annuities, lottery prizes, and other investments. These
assets are collectively referred to in this prospectus as "Receivables." The
Receivables secured by real estate are typically non-conventional because they
were either financed by the sellers of the property or they were originated by
institutional lenders who originate loans for borrowers with impaired credit or
for non-conventional properties. In addition to Receivables, the Consolidated
Group invests in U.S. Treasury obligations, corporate bonds and other
securities.
3
<PAGE>
Our capital to invest in these Receivables comes from several sources. The
Consolidated Group uses funds generated from Receivable cash flows, the sale of
annuities, the sale and securitization of Receivables, the sale of certificates
and preferred stock, collateralized borrowing, and securities portfolio
earnings.
The Affiliated Companies provide services to the Consolidated Group for a
fee and engage in various business transactions with the Consolidated Group.
Metropolitan provides Receivable acquisition services, and Metwest provides
Receivable collection and servicing to Summit, Old Standard and Old West. For a
more detailed discussion of the business of the Consolidated Group, see "Item
1" in Summit's Annual Report filed on Form 10-K for the year ended September
30, 1998, which is attached to this prospectus.
Organizational structure chart
(as of September 30, 1998)
[CHART APPEARS HERE]
NATIONAL SUMMIT CORP.
|
100%|
SUMMIT
SECURITIES, INC.
|
_______________________________________________________________
| | |
100%| 100%| 100%|
METROPOLITAN SUMMIT SUMMIT
INVESTMENT PROPERTY GROUP HOLDING
SECURITIES, INC. DEVELOPMENT, INC. COMPANY
|
100%|
OLD STANDARD
LIFE INSURANCE
COMPANY
|
100%|
OLD WEST
ANNUITY &
LIFE INSURANCE
COMPANY
The Consolidated Group consists of Summit Securities, Inc. and all of its
subsidiaries. The above chart lists the principal operating subsidiaries and
ownership of the Consolidated Group.
National Summit Corp.: The parent company of Summit, inactive except as
owner of Summit Securities, Inc. Wholly owned by C. Paul Sandifur, Jr., who is
also President and controlling shareholder of Metropolitan.
Summit Securities, Inc.: Invests in Receivables (as defined herein) and
other investments that are principally funded by proceeds from Receivable
investments, other investments and securities offerings.
Metropolitan Investment Securities, Inc.: Broker/dealer that is in the
business of marketing securities that are offered by Summit and Metropolitan,
mutual funds and general securities.
Summit Property Development, Inc.: Provides real estate development services
to others, principally to Metropolitan and its subsidiaries.
4
<PAGE>
Summit Group Holding Company: Inactive except as the owner of Old Standard
Life Insurance Company.
Old Standard Life Insurance Company: Invests in Receivables and other
investments that are principally funded by proceeds from Receivable investments
and from annuity sales.
Old West Annuity & Life Insurance Company: This company, formerly known as
Arizona Life Insurance Company, invests in Receivables and other investments
that are principally funded by the proceeds from Receivable investments and
from annuity sales.
Offering Summary
Investment Certificates We are offering $50,000,000 in principal amount
Offering of Investment Certificates, Series B. They are
being issued at the minimum investment amounts,
terms, and rates set forth on the cover page of
this prospectus. There is no minimum amount of
Certificates that must be sold. The Certificates
will be issued only in book-entry form. See
"DESCRIPTION OF CERTIFICATES."
Certificates The Certificates are unsecured debt of Summit. At
September 30, 1998, we had outstanding
approximately $55,894,000 (principal and
compounded and accrued interest) of certificates
and similar obligations and approximately
$184,000 (principal and accrued interest) of
collateralized debt and similar obligations. See
"CAPITALIZATION."
Principal and Interest You may elect one of three options to receive
Payments principal and interest payments on the
Certificates: (1) to receive interest monthly,
quarterly, semi-annually or annually, without
compounding, (2) to leave the interest with
Summit and it will compound semi-annually, or (3)
for the installment Certificates, monthly
installments of principal and interest in
accordance with an amortization schedule that you
select. The minimum investment amounts, terms and
interest rates on unissued Certificates offered
hereby may be changed from time to time by Summit
by supplementing this prospectus. The terms of
Certificates issued prior to such change will not
be affected. See "DESCRIPTION OF CERTIFICATES--
Payment of Principal and Interest."
Use of Proceeds We will use the proceeds of this Certificate
offering to invest in Receivables and to make
other investments, which may include investments
in existing subsidiaries, new business ventures
or to acquire other companies. We may also use
the proceeds to retire maturing certificates, to
pay preferred stock dividends and for general
corporate purposes. See "USE OF PROCEEDS."
Risk Factors Your investment in the Certificates involves a
certain degree of risk. You should purchase the
Certificates only after reviewing the risks
described in this prospectus. See "RISK FACTORS"
for a complete discussion of the risks associated
with investing in the Certificates.
5
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Consolidated Group
at September 30, 1998:
<TABLE>
<S> <C>
Debt Payable:
Real estate contracts and mortgage notes payable 6.5% to 8.0%,
due 1998 to 2008................................................ $ 184,421
-----------
Total Debt Payable............................................... 184,421
-----------
Investment Certificates:
Investment Certificates, maturing 1998 to 2004, at 6.35% to 10%.. 49,680,868
Compound and accrued interest.................................... 6,213,225
-----------
Total Investment Certificates.................................... 55,894,093
-----------
Stockholders Equity:
Preferred Stock, $10 par: 10,000,000 shares authorized; 66,587
shares issued and outstanding (liquidation preference
$6,658,680)..................................................... 665,868
Common Stock, $10 par: 2,000,000 shares authorized; 10,000 shares
issued and outstanding.......................................... 100,000
Additional paid-in capital....................................... 4,405,604
Retained earnings................................................ 5,420,838
Net unrealized gains on investments.............................. 91,754
-----------
Total Stockholders' Equity....................................... 10,684,064
-----------
Total Capitalization............................................. $66,762,578
===========
</TABLE>
6
<PAGE>
Summary Consolidated Financial Data
The summary consolidated financial data shown below as of September 30, 1998
and 1997 and for the years ended September 30, 1998, 1997 and 1996 (other than
the ratio of earnings to fixed charges and preferred stock dividends) have been
derived from, and should be read in conjunction with, the consolidated
financial statements, related notes, and Management's Discussion and Analysis
of Financial Condition and Results of Operations appearing in Summit's Form
10-K, which is incorporated herein by reference and attached to this prospectus.
The consolidated financial data shown below as of September 30, 1996, 1995 and
1994 and for the years ended September 30, 1995 and 1994 (other than the ratio
of earnings to fixed charges and preferred stock dividends) have been derived
from the consolidated financial statements not included elsewhere herein.
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues................ $ 29,965,547 $ 19,785,462 $ 14,536,449 $ 9,576,615 $ 3,395,352
============ ============ ============ =========== ===========
Net income.............. $ 2,524,027 $ 1,851,240 $ 1,244,522 $ 587,559 $ 264,879
Preferred stock
dividends.............. (498,533) (446,560) (333,606) (309,061) (2,930)
------------ ------------ ------------ ----------- -----------
Income applicable to
common stockholder..... $ 2,025,494 $ 1,404,680 $ 910,916 $ 278,498 $ 261,949
============ ============ ============ =========== ===========
PER COMMON SHARE DATA:
Basic and diluted income
per share applicable to
common stockholder..... $ 202.55 $ 140.47 $ 91.09 $ 27.85 $ 13.47
============ ============ ============ =========== ===========
Weighted average number
of common shares
outstanding............ 10,000 10,000 10,000 10,000 19,455
============ ============ ============ =========== ===========
Ratio of earnings to
fixed charges.......... 1.64 1.46 1.40 1.25 1.16
Ratio of earnings to
fixed charges and
preferred stock
dividends.............. 1.46 1.31 1.26 1.11 1.16
BALANCE SHEET DATA:
Due from/(to) affiliated
companies, net......... $ 10,985,805 $ 870,525 $ 1,296,290 $(1,960,104) $ (267,735)
Total assets............ $206,594,234 $166,354,070 $117,266,680 $96,346,572 $35,101,988
Investment certificates
and other debt
payable................ $ 56,078,514 $ 50,607,983 $ 46,674,841 $38,650,532 $31,212,718
Stockholders' equity.... $ 10,684,064 $ 7,756,643 $ 5,358,774 $ 3,907,067 $ 3,321,230
</TABLE>
7
<PAGE>
RISK FACTORS
When deciding whether or not to purchase the Certificates offered in this
prospectus, you should consider the risks set forth in the "INTRODUCTION--
Factors Affecting Future Operating Results" section of our Annual Report on
Form 10-K for the year ended September 30, 1998 incorporated into and attached
to this prospectus. You should also consider the following risks associated
with an investment in the Certificates:
The Indenture does not Summit's and your rights and obligations in the
restrict the ability of certificates offered in this prospectus
Summit to incur additional ("Certificates") are defined in an indenture
debt dated as of November 15, 1990, and the first
supplement to that indenture dated as of
December 31, 1997. The indenture does not
restrict our ability to issue additional
certificates or to incur other unsecured or
collateralized debt. We are not required to
maintain any specified financial ratios,
minimum net worth, minimum working capital or a
sinking fund.
Certificates are not insured The Certificates offered in this prospectus are
against the risk of loss unsecured obligations of our company and they
are not insured or guaranteed by any bank, any
governmental agency, any insurance company, any
affiliate of our company or any other person or
entity. Thus, the Certificates have greater
risk than investments that are insured by such
entities against the risk of loss.
Certificates are not a There is no trading market for the
liquid investment due to the certificates, and it is not anticipated that
absence of a market to trade one will develop. Generally, you cannot have
the Certificates your Certificates redeemed until they mature.
There are only limited situations in which
Certificates can be redeemed early. These may
include situations where there is a mutual
agreement between you and Summit, or when the
"prepayment on death" provision applies. You
should consider your needs for liquidity before
investing in the Certificates and you should be
prepared to hold any Certificates purchased in
this offering until their maturity. See
"DESCRIPTION OF CERTIFICATES."
Risks with using the book- Our use of book-entry certificates rather than
entry certificates because actual physical certificates in this offering
there are no physical could limit the markets for these securities,
certificates to transfer prevent a secondary market from forming and
could delay payments to you. The absence of
physical certificates for the Certificates may
prevent a secondary market from developing
because investors like yourself may be
unwilling to invest in securities if they
cannot obtain delivery of physical
certificates. The use of book-entry
certificates may delay payments to you because
distributions on such Certificates would be
made first to the person in whose name the
Certificates are registered.
8
<PAGE>
USE OF PROCEEDS
If all of the Certificates that are offered in this prospectus are sold, we
expect net proceeds to total $50,000,000 before deducting offering expenses
and sales commissions. Sales commissions will range from zero to six percent
(0% -6%) of the offering proceeds (between $0 and $3,000,000), depending on
the maturities of the Certificates sold and whether sales are reinvestments or
new purchases. Other expenses are estimated to be $157,000. There can be no
assurance, however, that any of the Certificates can or will be sold.
In conjunction with the other funds available to us through operations
and/or borrowings, we currently plan to utilize the proceeds of the offered
Certificates for the following purposes, which are shown in descending order
of priority: funding investments in Receivables and other investments, which
may include investing in existing subsidiaries, commencing new business
ventures and acquiring other companies. The Consolidated Group continues to
evaluate possible acquisition candidates, but there are presently no
commitments or agreements for material acquisitions. To the extent internally
generated funds are insufficient or unavailable for the retirement of maturing
certificates through the period ending January 31, 2000, proceeds of this
offering may be used for retiring maturing certificates, preferred stock
dividends and for general corporate purposes (debt service, and other general
operating expenses). Approximately $8,638,000 in principal amount of debt
securities will mature between February 1, 1999 and January 31, 2000 with
interest rates ranging from 6.35% to 10.0% and averaging approximately 8.0%
per annum. See "BUSINESS--Factors Affecting Future Operating Results" in our
Annual Report on Form 10-K for the year ended September 30, 1998.
Management anticipates that some of the proceeds of this offering will be
invested in money market funds, bank repurchase agreements, commercial paper,
U.S. Treasury Bills and similar short-term investments until used as stated
above. Due to our inability to accurately forecast the total amount of
Certificates to be sold pursuant to this offering, no specific amounts have
been allocated for any of the foregoing purposes.
In the event substantially less than the maximum proceeds are obtained, we
do not anticipate any material changes to our planned use of proceeds from
those described above.
DESCRIPTION OF CERTIFICATES
General
The Certificates will be issued under an indenture, as amended, dated as of
November 15, 1990 and a supplement thereto dated as of December 31, 1997
(collectively, the "Indenture"). The following statements under this caption
relating to the Certificates and the Indenture are summaries and do not
purport to be complete. Such summaries are subject to the detailed provisions
of the Indenture and are qualified in their entirety by reference to the
Indenture, a copy of which is filed as an exhibit to the Registration
Statement and is also available for inspection at the principal office of
Summit.
The Certificates will represent general unsecured obligations of Summit and
will be issued in book-entry form without coupons, in fractional denominations
of $0.01 or more. The Certificates will have the minimum investment amounts,
maturities and the interest rates set forth on the cover page of this
prospectus. The stated interest rates, maturities, and minimum investment
amounts of unissued Certificates may be changed at any time by Summit by way
of supplement to this prospectus. Any such change will have no effect on the
terms of the previously sold Certificates.
Certificates may be transferred or exchanged for other Certificates of the
same series of a like aggregate principal amount, subject to the limitations
set forth in the Indenture. No service charge will be made for any transfer or
exchange of Certificates. Summit may require payment of taxes or other
governmental charges
9
<PAGE>
imposed in connection with any such transfer or exchange. Interest will accrue
at the stated rate from the date of issue until maturity. The Certificates are
not convertible into capital stock or other securities of Summit.
The Certificates are not subject to redemption prior to maturity, but may
be prepaid pursuant to the prepayment on death provision described below.
Also, in limited circumstances involving an investor's demonstrated financial
hardship, subject to regulatory restrictions affecting redemptions and
exchanges of securities during an offering, Summit may, in its sole
discretion, consider a request for an early payout of a Certificate upon terms
mutually agreed to by the holder of the Certificate and Summit. Such early
payout requests are reviewed in the order received and are subject to the
review by Summit's executive management.
Payment of Principal and Interest
Interest will be payable to the Certificate holder(s) under one of several
interest payment plans. The purchaser selects an interest payment plan at the
time the Certificates are purchased and can change this plan at any time by
giving written notice to Summit. The purchaser may elect to have uncompounded
interest paid on a monthly, quarterly, semi-annual or annual basis without
compounding. Or, an investor may elect to leave the accrued interest with
Summit in which case it will compound semi-annually at the stated interest
rate. Purchasers who choose the compounding option, upon written notice to
Summit, may withdraw the interest accumulated during the last two completed
semi-annual compounding periods and the interest accrued from the end of the
last compounding period to the date Summit receives the notice. However,
interest that was compounded prior to the last two completed semi-annual
compounding periods is available only at maturity.
Alternatively, the Certificate holder can elect to level monthly
installments comprised of principal and interest, subject to the minimum term
and investment requirements set forth on the cover page of this prospectus.
These payments will be paid to the Certificate holder commencing 30 days from
the issue date of the Certificate until maturity. The amount of each
installment will be determined by the amortization term designated by the
Certificate holder at the time the Certificate is purchased.
Certificate holders will be notified in writing approximately 30 days prior
to the date their Certificates will mature. The amounts due on maturity are
placed in a separate bank trust account until paid to the Certificate
holder(s). Certificates do not earn interest after the maturity date. Unless
otherwise requested by the Certificate holder, Summit will pay the principal
and accumulated interest due on the matured certificate to the Certificate
holder(s) at Summit's main office, or by mail to the address designated by the
Certificate holder(s).
Prepayment on Death
In the event of the death of a registered owner of a Certificate, any party
entitled to receive some or all of the proceeds of the Certificate may elect
to have his or her portion of the principal and any accrued but unpaid
interest prepaid in full in five consecutive equal monthly installments.
Interest will continue to accrue on the declining principal balance of such
portion. No interest penalties will be assessed. Any request for prepayment
shall be made to Summit in writing and shall be accompanied by the Certificate
and evidence satisfactory to Summit of the death of the registered owner or
joint registered owner. Before prepayment, Summit may require the submission
of additional documents or other material which it may consider necessary to
determine the portion of the proceeds the requesting party is entitled to
receive, or assurances which, in Summit's discretion, it considers necessary
to the fulfillment of its obligations.
Related Indebtedness
The Indenture pursuant to which the Certificates are issued does not
restrict Summit's ability to issue additional Certificates or to incur other
debt. The Indenture does not require Summit to maintain any specified
financial ratios, minimum net worth or minimum working capital. Certificates
will not be guaranteed or insured by any governmental or private agency. The
Certificates offered hereby are senior in liquidation to all outstanding
equity securities of Summit. They are subordinate to Summit's secured debt and
are on a parity with all other
10
<PAGE>
outstanding certificates, unsecured accounts payable and accrued liabilities.
The amount of outstanding certificates on September 30, 1998, including
compound and accrued interest, was approximately $55,894,000. There are no
limitations on Summit's ability to incur collateralized debt. Collateralized
debt outstanding on that date was approximately $184,000, including principal
and accrued interest. Certificate holders should not rely on the terms of the
Indenture for protection of their investment, but should look rather to the
creditworthiness of Summit and its ability to satisfy its obligations.
Concerning the Trustee
First Trust National Association ("First Trust") was appointed successor
trustee (the "Trustee") under the Indenture on April 24, 1996, at which time
Management was informed by West One that the reason for the resignation was
its business decision to discontinue Trust services. First Trust assumed all
of the duties and obligations of the trustee as set forth in the Indenture, as
amended and supplemented. The Trustee is obligated under the Indenture to
oversee, and if necessary, to take action to enforce fulfillment of Summit's
obligations to Certificate holders. First Trust was subsequently acquired by
U.S. Bank Trust National Association, but continues its role as Trustee. The
Trustee is a national banking association, with a combined capital and surplus
in excess of $100 million. Summit and certain of its affiliates may maintain
deposit accounts with and may, from time to time, borrow money from the
Trustee and conduct other banking transactions with it. At September 30, 1998
and as of the date of this prospectus, no loans from the Trustee were
outstanding. In the event of default, the Indenture permits the Trustee to
become a creditor of Summit and does not preclude the Trustee from enforcing
its rights as a creditor, including rights as a holder of collateralized
indebtedness.
Rights and Procedures in the Event of Default
Events of default include the failure of Summit to pay interest on any
Certificate for a period of 30 days after it becomes due and payable; the
failure to pay the principal or any required installment thereof of any
Certificate when due; the failure to perform any other covenant in the
Indenture for 60 days after notice; and certain events in bankruptcy,
insolvency or reorganization with respect to Summit. Upon the occurrence of an
event of default, either the Trustee or the holders of 25% or more in
principal amount of Certificates then outstanding may declare the principal of
all the Certificates to be due and payable immediately.
The Trustee must give the Certificate holders notice by mail of any default
within 90 days after the occurrence of the default, unless the default has
been cured or waived. The Trustee may withhold such notice if it determines in
good faith that such withholding is in the best interest of the Certificate
holders, except if the default consists of failure to pay principal or
interest on any Certificate.
Subject to certain conditions, any such default, except failure to pay
principal or interest when due, may be waived by the holders of a majority (in
aggregate principal amount) of the Certificates then outstanding. Such holders
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or of exercising any power
conferred on the Trustee, except as otherwise provided in the Indenture. The
Trustee may require reasonable indemnity from holders of Certificates before
acting at their direction.
Within 120 days after the end of each fiscal year, Summit must furnish to
the Trustee a statement of certain officers of Summit concerning their
knowledge as to whether or not Summit is in default under the Indenture.
Modification of the Trust Indenture
Certificate holders' rights may be modified with the consent of the holders
of 66 2/3% of the outstanding principal amounts of Certificates, and 66 2/3%
of each series affected. In general, no adverse modification of the terms of
payment and no modification reducing the percentage of Certificates required
for modification is effective against any Certificate holder without his or
her consent.
11
<PAGE>
Restrictions on Consolidation, Merger and Other Fundamental Corporate Changes
Summit may not consolidate with or merge into any other corporation or
transfer substantially all its assets unless either Summit is the continuing
corporation formed by such consolidation, or into which Summit is merged, or
the person acquiring by conveyance or transfer of such assets shall be a
corporation organized and existing under the laws of the United States or any
state thereof which assumes the performance of every covenant of Summit under
the Indenture and certain other conditions precedent are fulfilled. The
Indenture contains no other provisions or covenants which afford holders of
the Certificates special protection in the event of a highly leveraged buyout
transaction.
Transfer Agent and Registrar
Metropolitan acts as Transfer Agent and Registrar for Summit's
Certificates.
PLAN OF DISTRIBUTION
The Certificates are offered directly to the public on a continuing best
efforts basis through Metropolitan Investment Securities, Inc. ("MIS"), which
is a subsidiary of Summit. Accordingly, the offering has not received the
independent selling agent review customarily made when an unaffiliated selling
agent offers securities. No commission or other expense of the offering will
be paid by the purchasers of the Certificates. A commission will, however, be
paid by Summit on most Certificate purchases in the maximum amount of 6% of
the Certificate price, generally depending on the term of the Certificate and
whether or not the transaction is a reinvestment or new purchase. Certificates
are offered only for cash or cash equivalents. MIS will transmit such funds
directly to Summit by noon of the next business day after receipt. Summit will
also pay certain other expenses in connection with the offering. During the
fiscal year ended September 30, 1998, MIS received commissions of $492,169
from Summit on sales of approximately $14,169,000 of Summit's debt securities.
MIS is a member of the National Association of Securities Dealers, Inc.
(the "NASD"). As such, NASD Rule 2720 applies and requires, in part, that a
qualified independent underwriter be engaged to make a recommendation
regarding the interest rates to be paid on the Certificates offered through
this prospectus. Accordingly, MIS has obtained a letter from Cruttenden Roth
Incorporated, a NASD member, ("Cruttenden") that the interest rates on the
Certificates using a formula tied to corresponding interest rates paid by the
U.S. Treasury and regional financial institutions is consistent with
Cruttenden's recommendations which were based on conditions and circumstances
existing as of the date of the prospectus. Summit undertakes to maintain the
interest rates on Certificates no lower than those recommended by Cruttenden
based on the formula. Accordingly, the yield at which the Certificates will be
distributed will be no lower than that recommended by Cruttenden. Cruttenden
has assumed the responsibilities of acting as the qualified independent
underwriter in pricing the offering and conducting due diligence. For
performing its functions as a qualified independent underwriter with respect
to the Certificates offered hereunder, Cruttenden is to be paid $33,334 in
fees.
The Registrant has agreed to indemnify Cruttenden against, or make
contributions to Cruttenden with respect to certain liabilities under the
Securities Act of 1933, as amended, (the "Securities Act") and the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
There is not now and Summit does not expect that there will be a public
trading market for the Certificates in the future. MIS does not intend to make
a market for the Certificates. See "RISK FACTORS--Certificates are not a
liquid investment due to the absence of a market to trade the Certificates."
MIS may enter into selected dealer agreements with and reallow to certain
dealers who are members of the NASD, and certain foreign dealers who are not
eligible for membership in the NASD, a commission of up to 6% of the principal
amount of Certificates sold by such dealers.
12
<PAGE>
LEGAL MATTERS
Certain legal matters relating to the Certificates to be offered hereby will
be passed upon for Summit by the law firm of Kutak Rock, Denver, Colorado.
EXPERTS
The consolidated balance sheets of Summit Securities, Inc. and its
subsidiaries as of September 30, 1998 and 1997 and the consolidated statements
of income, stockholders' equity and cash flows for each of the three years in
the period ended September 30, 1998, incorporated by reference in this
prospectus, have been incorporated herein in reliance on the report, which
includes an explanatory paragraph describing changes in the methods of
accounting for the transfer and servicing of financial assets in 1997 and
impaired loans in 1996, of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
AVAILABLE INFORMATION
Summit is subject to the informational requirements of the Exchange Act and,
in accordance therewith, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information filed by Summit with the Commission can be inspected and copied at
the public reference facilities maintained by the Commission in Washington,
D.C. at 450 Fifth Street, N.W., Washington, DC 20549 and at certain of its
regional offices which are located in the New York Regional Office, Seven World
Trade Center, Suite 1300, New York, NY 10048, and the Chicago Regional Office,
CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511.
In addition, the Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants, such as Summit, that file electronically with the Commission at
the following Internet address: (http://www.sec.gov).
Summit has filed with the Securities and Exchange Commission in Washington,
D.C., a Registration Statement on Form S-2 under the Securities Act, with
respect to the securities offered hereby. This prospectus does not contain all
of the information set forth in the Registration Statement, as permitted by the
rules and regulations of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed with the Commission is incorporated herein by
reference in this prospectus:
Annual Report on Form 10-K for the fiscal year ended September 30, 1998
(filed January 13, 1999).
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
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.
Summit will provide without charge to each person, including to whom a
prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been referenced in this prospectus
other than exhibits to such documents. Requests for such copies should be
directed to Corporate Secretary, Summit Securities, Inc., PO Box 2162, Spokane,
Washington 99210-2162, telephone number (509) 838-3111.
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<PAGE>
Summit Securities, Inc.
[LOGO FOR SUMMIT SECURITIES APPEARS HERE]
$50,000,000 Investment Certificates, Series B
----------------
PROSPECTUS
----------------
January , 1999
Metropolitan Investment Services, Inc.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Registration Fee(1)............................................... $ 13,900
NASD Filing Fee....................................................... 5,500
Independent Underwriter Fee and Expenses.............................. 33,334
Legal Fees and Expenses(2)............................................ 10,000
Printing Expenses(2).................................................. 24,500
Trustee Fees and Expenses(2).......................................... 5,000
Accounting Fees and Expenses(2)....................................... 50,000
Blue Sky Qualification Fees and Expenses(2)........................... 13,000
*Miscellaneous Expenses(2)............................................ 1,766
--------
Total Expenses........................................................ $157,000
========
</TABLE>
- --------
(1) $6,060 of this fee was previously paid with Registration No. 333-43829
(2) Estimated
Item 15. Indemnification of Directors and Officers
Summit has no contractual or other arrangement with its controlling persons,
directors or officers regarding indemnification, other than as set forth in its
Articles of Incorporation. Summit's Articles of Incorporation permits
indemnification of a director, officers or employee up to the indemnification
limits permitted by Idaho state law which permits indemnification for
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with an action, suit or proceeding if the indemnified
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interests of the corporation.
Item 16. Exhibits
(a) Exhibits:
<TABLE>
<C> <S>
1(a). Form of Selling Agreement between Summit and Metropolitan Investment
Securities, Inc. with respect to Certificates (incorporated by
reference to Exhibit 1(a) to Registration No. 333-43829).
*1(b). Form of Agreement to Act as Qualified Independent Underwriter between
Summit, Metropolitan Investment Securities, Inc. and Cruttenden Roth
Incorporated with respect to Certificates to be registered.
*1(c). Form of Pricing Recommendation Letter of Cruttenden Roth Incorporated
with respect to Certificates to be registered.
4(a). Indenture dated as of November 15, 1990 between Summit and West One
Bank, Idaho, N.A., Trustee (incorporated by reference to Exhibit 4(a)
to Registration No. 33-36775).
4(b). Tri-Party Agreement dated as of April 24, 1996 between West One Bank,
First Trust and Summit, appointing First Trust as successor Trustee
(incorporated by reference to Exhibit 4(c) to Registration No. 333-
19787).
4(c) First Supplemental Indenture between Summit and First Trust dated as of
December 31, 1997, with respect to Investment Certificates, Series B
(incorporated by reference to Exhibit 4(c) to Registration No. 33-
36775).
*5. Opinion of Kutak Rock as to validity of Investment Certificates.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10(a). Management Receivable Acquisition and Servicing Agreement between
Summit Securities Inc. and Metropolitan Mortgage & Securities Co.,
Inc. dated September 9, 1994 (incorporated by reference to Exhibit
10(a) to Registration No. 33-57619).
10(b). Receivable Acquisition, Management and Services Agreement between Old
Standard Life Insurance Company and Metropolitan Mortgage & Securities
Co., Inc. dated December 31, 1994 (incorporated by reference to
Exhibit 10(d) to Registration No. 333-115).
10(c). Receivable Acquisition, Management and Services Agreement between
Arizona Life Insurance Company and Metropolitan Mortgage & Securities
Co., Inc. dated October 10, 1996 (incorporated by reference to Exhibit
10(d) to Registration No. 333-19787).
10(d). Reinsurance Agreement between Western United Life Assurance Company
and Old Standard Life Insurance Company (incorporated by reference to
Exhibit 10(d) to Form 10-K filed January 7, 1998).
11. Statement of computation of earnings per common share (incorporated by
reference to Exhibit 11 to Form 10-K filed January 13, 1999).
12. Statement of computation of ratio of earnings to fixed charges
(incorporated by reference to Exhibit 12 to form 10-K filed January
13, 1999).
*23(a). Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23(b). Consent of Kutak Rock (included in Exhibit 5).
24. Power of attorney (included on page II-5 of the Registration
Statement).
*25. Statement on Form T-1 of eligibility of Trustee, U.S. Bank Trust
National Association.
27. Financial Data Schedule (incorporated by reference to Exhibit 27 to
Form 10-K filed January 13, 1999).
</TABLE>
- --------
*Filed herewith
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 of 1933, as amended (the "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;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the 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) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the registrant has
II-2
<PAGE>
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling persons of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) For the purpose of determining any liability under the 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.
For the purpose of determining any liability under the 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.
II-3
<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-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, State of Washington, on this 25th day of
January 1999.
Summit Securities, Inc.
/s/ Tom Turner
By __________________________________
Tom Turner, President
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, whose signatures
appear below, hereby constitute and appoint Tom Turner their true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for them and in their name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
full and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Tom Turner President and Director January 25, 1999
______________________________________ (Principal Executive
Tom Turner Officer)
/s/ Philip Sandifur Vice President and January 25, 1999
______________________________________ Director
Philip Sandifur
/s/ Greg Gordon Secretary, Treasurer and January 25, 1999
______________________________________ Director
Greg Gordon
/s/ Robert Potter Director January 25, 1999
______________________________________
Robert Potter
/s/ Steven Crooks Principal Accounting January 25, 1999
______________________________________ Officer and Principal
Steven Crooks Financial Officer
</TABLE>
II-5
<PAGE>
EXHIBIT 1(b)
FORM OF AGREEMENT TO ACT AS QUALIFIED INDEPENDENT UNDERWRITER
SUMMIT SECURITIES, INC.
Investment Certificates, Series B
This agreement made as of the ____ day of January 1999 by and between
Summit Securities, Inc., an Idaho corporation ("Summit"), Metropolitan
Investment Securities, Inc., a Washington corporation ("MIS"), and CRUTTENDEN
ROTH INCORPORATED., a California corporation ("CRUTTENDEN").
WITNESSETH:
WHEREAS Summit intends to offer $50,000,000 in Investment Certificates,
Series B (hereinafter referred to as the "Certificates"), which will be offered
in reliance on a registration statement filed on Form S-2 with the Securities
and Exchange Commission; and,
WHEREAS, MIS, a wholly owned broker/dealer of Summit and a member of
the National Association of Securities Dealers ("NASD"), will be engaged as the
managing agent for Summit and MIS may enter into Selected Dealer Agreements with
other qualified broker/dealers; and,
WHEREAS, pursuant to subparagraph (c) of Rule 2720 of the Bylaws of the
NASD, MIS, as a NASD member, may participate in such underwriting only if the
yield at which the Certificates offered to the public is not lower than the
yield recommended by a "Qualified Independent Underwriter" as that term is
defined in subparagraph (b)(15) of Rule 2720 to the Bylaws of the NASD, and who
participates in the preparation of the registration statement and prospectus
relating to the offering and exercises customary standards of due diligence,
with respect thereto; and,
WHEREAS, this agreement ("Agreement") describes the terms on which
Summit is retaining CRUTTENDEN to serve as such a "Qualified Independent
Underwriter" in connection with this offering of Certificates; and,
NOW, THEREFORE, in consideration of the recitations set forth above,
and the terms, promises, conditions, and covenants herein contained, the parties
hereby contract and agree as follows:
DEFINITIONS.
As hereinafter used, except as the context may otherwise require, the
term "Registration Statement" means the registration statement on Form S-2
(including the related preliminary prospectus, financial statements, exhibits
and all other documents to be filed as a part thereof or incorporated therein)
for the registration of the offer and sale of the Certificates under the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Act") filed with the Securities and Exchange Commission (the
"Commission"), and any amendment thereto, and the term "Prospectus" means the
prospectus including any preliminary or final prospectus and any materials
incorporated by reference into and attached to the Prospectus (including the
form of prospectus to be filed with the Commission pursuant to Rule 424(b) under
the Act) and any amendment or supplement thereto, to be used in connection with
the offering.
1. RULE 2720.
CRUTTENDEN hereby confirms its agreement as set forth in
sub-paragraph 15(g) of Rule 2720 of the Bylaws of the NASD and
represents that, as appropriate, CRUTTENDEN satisfies or at
the times designated in such paragraph (l5) will satisfy the
other requirements set forth therein or will receive an
exemption from such requirements from the NASD.
<PAGE>
2. CONSENT.
CRUTTENDEN hereby consents to be named in the Registration
Statement and Prospectus as having acted as a "Qualified
Independent Underwriter" solely for the purposes of Rule 2720
referenced herein. Except as permitted by the immediately
preceding sentence or to the extent required by law, all
references to CRUTTENDEN in the Registration Statement or
Prospectus or in any other filing, report, document, release
or other communication prepared, issued or transmitted in
connection with the offering by Summit or any corporation
controlling, controlled by or under common control with
Summit, or by any director, officer, employee, representative
or agent of any thereof, shall be subject to CRUTTENDEN's
prior written consent with respect to form and substance.
3. PRICING FORMULA AND RECOMMENDATION LETTER.
CRUTTENDEN agrees to render a written letter of recommendation
as to the yields below which Summit's Certificates may not be
offered based on the pricing formula that is set forth in
Schedules "A" and "B" copies of which are attached hereto, and
incorporated herein by reference (the "Pricing Recommendation
Letter"). It is understood and agreed by CRUTTENDEN that the
securities to which this Agreement relates will be offered on
a continuous, best efforts basis by MIS, as the managing
agent, pursuant to the Selling Agreement in effect between MIS
and Summit which is an exhibit to the Registration Statement
referred to above. Summit, through MIS, will continue to offer
the Certificates according to the terms and conditions of said
Selling Agreement, and in accordance with this Agreement,
including, without limitation, Schedules "A" and "B".
CRUTTENDEN reserves the right to review and amend its Pricing
Recommendation Letter upon the filing of any post-effective
amendment to the Registration Statement or upon occurrence of
any material event which may or may not require such an
amendment to be filed, or at such time as the offering shall
terminate or otherwise lapse under operation of law.
4. FEES AND EXPENSE.
It is agreed that CRUTTENDEN shall be paid a fee in the amount
of $33,334 payable upon delivery of the Pricing Recommendation
Letter referred to in paragraph 3 above.
5. MATERIAL FACTS.
Summit represents and warrants to CRUTTENDEN that at the time
the Registration Statement and, at the time the Prospectus is
filed with the Commission (including any preliminary
prospectus and the form of prospectus filed with the
Commission pursuant to Rule 424(b)) and at all times
subsequent thereto, to and including the date on which payment
for, and delivery of, the Certificates to be sold in the
Offering is made by the underwriter or underwriters, as the
case may be, participating in the Offering and by Summit (such
date being referred to herein as the "Closing Date"), the
Prospectus (as amended or supplemented if it shall have been
so amended or supplemented) will contain all material
statements which are required to be stated therein in
accordance with the Act and will conform to all other
requirements of the federal securities laws, and will not, on
such date include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and
that all contracts and documents required by the Act to be
filed or required as exhibits to the Registration Statement
have been filed. Summit further represents and warrants that
any further filing, report, document, release or communication
which in any way refers to CRUTTENDEN or to the services to be
performed by CRUTTENDEN pursuant to this Agreement will not
contain any untrue or misleading statement of a material fact
or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
Summit further warrants and represents that:
(a) All leases, contracts and agreements referred to in
or filed as exhibits to the Registration Statement
to which Summit or its subsidiaries is a party or by
which it is bound are in full force and effect,
except as may otherwise be disclosed in the
Registration Statement.
<PAGE>
(b) Summit has good and marketable title, except as
otherwise indicated in the Registration Statement
and Prospectus, to all of its assets and properties
described therein as being owned by it, free and
clear of all liens, encumbrances and defects except
such encumbrances and defects which do not, in the
aggregate, materially affect or interfere with the
use made and proposed to be made of such properties
as described in the Registration Statement and
Prospectus; and Summit has no material leased
properties except as disclosed in the Prospectus.
(c) Summit is duly organized under the laws of the State
of Idaho and, as of the effective date of the
Registration Statement and at the Closing Date
Summit will be validly existing and in good standing
under the laws of the State of Idaho with full
corporate power and authority to own its properties
and conduct its business to the extent described in
the Registration Statement and Prospectus; Summit is
duly qualified to do business as a foreign
corporation and is in good standing in all
jurisdictions in which the nature of the business
transacted by it or its ownership of properties or
assets makes qualification necessary; the authorized
and outstanding capitalization of Summit is as set
forth in the Prospectus and the description in the
Prospectus of the capital stock of Summit conforms
with and accurately describes the rights set forth
in the instruments defining the same;
(d) Summit is not in violation of its Certificate of
Incorporation or Bylaws or in default in the
performance or observance of any material
obligation, agreement, covenant or condition
contained in any bond, debenture, note, or other
evidence of indebtedness, contract or lease or in
any indenture or loan agreement to which it is a
party or by which it is bound.
(e) The execution, delivery and performance of this
Agreement has been duly authorized by all necessary
corporate action on the part of Summit and MIS and
performance of the foregoing agreement and the
consummation of the transactions contemplated
thereby, will not conflict with or result in a
breach of any of the terms or constitute a violation
of the respective Certificates of Incorporation or
Bylaws of Summit or MIS, or any deed of trust,
lease, sublease, indenture, mortgage, or other
agreement or instrument to which Summit or MIS is a
party or by which either of them or their property
is bound, or any applicable law, rule, regulation,
judgment, order or decree of any government,
governmental instrumentality or court, domestic or
foreign, having jurisdiction over Summit or MIS or
their properties or obligations; and no consent,
approval, authorization or order of any court or
governmental agency or body is required for the
consummation of the transactions contemplated herein
and in the other agreements previously referred to
in this paragraph except as may be required under
the Act or under any state securities or laws.
(f) Any certificate signed by an officer of Summit and
delivered to CRUTTENDEN pursuant to this Agreement
shall be deemed a representation and warranty by
Summit to CRUTTENDEN, to have the same force and
effect as stated herein, as to the matters covered
thereby.
(g) If any event relating to or affecting Summit shall
occur as a result of which it is necessary, in
CRUTTENDEN's opinion, to amend or supplement the
Prospectus in order to make the Prospectus not
misleading in the light of the circumstances
existing at the time it is delivered to a purchaser,
Summit undertakes to inform CRUTTENDEN of such
events within a reasonable time thereafter, and will
forthwith prepare and furnish to CRUTTENDEN, without
expense to it, a reasonable number of copies of any
amendment or amendments or a supplement or
supplements to the Prospectus (in form and substance
satisfactory to CRUTTENDEN) which will amend or
supplement the Prospectus so that as amended or
supplemented it will not contain any untrue
statement of a material fact or omit to state a
material fact necessary to make the statements
therein in light of the circumstances existing at
the time the Prospectus is delivered to a purchaser,
not misleading.
<PAGE>
(h) Summit hereby warrants and represents that it will
offer the Certificates in accordance with the
pricing formula that is set forth in Schedules "A"
and B which are incorporated by reference herein.
(i) All representations, warranties and agreements
contained in this Agreement, or contained in
certificates of officers of Summit submitted
pursuant hereto, shall remain operative and in full
force and effect, surviving the date of this
Agreement.
6. AVAILABILITY OF INFORMATION.
Summit hereby agrees to provide CRUTTENDEN, at its expense,
with all information and documentation with respect to its
business, financial condition and other matters as CRUTTENDEN
may deem relevant based on the standards of reasonableness and
good faith and shall request in connection with CRUTTENDEN's
performance under this Agreement, including, without
limitation, copies of all correspondence with the Commission,
certificates of its officers, opinions of its counsel and
comfort letters from its auditors. The above-mentioned
certificates, opinions of counsel and comfort letters shall be
provided to CRUTTENDEN as CRUTTENDEN may request on the
effective date of the Registration Statement. Summit will make
reasonably available to CRUTTENDEN, its auditors, counsel, and
officers and directors to discuss with CRUTTENDEN any aspect
of Summit which CRUTTENDEN may deem relevant. In addition,
Summit, at CRUTTENDEN's request, will cause to be delivered to
CRUTTENDEN copies of all certificates, opinions, letters and
reports to be delivered to the underwriter or underwriters, as
the case may be, pursuant to any underwriting agreement
executed in connection with the Offering or otherwise, and
shall cause the person issuing such certificate, opinion,
letter or report to authorize CRUTTENDEN to rely thereon to
the same extent as if addressed directly to CRUTTENDEN. Summit
represents and warrants to CRUTTENDEN that all such
information and documentation provided pursuant to this
paragraph 6 will not contain any untrue statement of a
material fact or omit to state a material fact necessary to
make the statement therein not misleading. In addition, Summit
will promptly advise CRUTTENDEN of all telephone conversations
with the Commission which relate to or may affect the
Offering.
7. INDEMNIFICATION.
(a) Subject to the conditions set forth below, and in
addition to any rights of indemnification and
contribution to which CRUTTENDEN may be entitled
pursuant to any agreement among underwriters,
underwriting agreement or otherwise, and to the
extent allowed by law, Summit hereby agrees that it
will indemnify and hold CRUTTENDEN and each person
controlling, controlled by or under common control
with CRUTTENDEN within the meaning of Section 15 of
the Act or Section 20 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or the
rules and regulations thereunder (individually, an
"Indemnified Person") harmless from and against any
and all loss, claim, damage, liability, cost or
expense whatsoever to which such Indemnified Person
may become subject under the Act, the Exchange Act,
or other federal or state statutory law or
regulation, at common law or otherwise, arising out
of, based upon, or in any way related or attributed
to (i) this Agreement, (ii) any untrue statement or
alleged untrue statement of a material fact
contained in the Registration Statement or
Prospectus or any other filing, report, document,
release or communication, whether oral or written,
referred to in paragraph 5 hereof or the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make
the statements therein not misleading, (iii) any
application or other document executed by Summit or
based upon written information furnished by Summit
filed in any jurisdiction in order to qualify the
Certificates under the securities or Blue Sky laws
thereof, or the omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, or (iv) the breach of any
representation or warranty made by Summit in this
Agreement. Summit further agrees that upon demand by
an Indemnified Person at any time or from time to
time, it will promptly reimburse such Indemnified
Person for, or pay, any loss, claim, damage,
liability, cost or expense as to which Summit has
indemnified such
<PAGE>
person pursuant hereto. Notwithstanding the
foregoing provisions of this paragraph 7, any such
payment or reimbursement by Summit of fees, expenses
or disbursement incurred by an Indemnified Person in
any proceeding in which a final judgment by a court
of competent jurisdiction (after all appeals or the
expiration of time to appeal) is entered against
such Indemnified Person as a direct result of such
person's negligence, bad faith or willful
misfeasance will be promptly repaid to Summit. In
addition, anything in this paragraph 7 to the
contrary notwithstanding, Summit shall not be liable
for any settlement of any action or proceeding
effected without its written consent.
(b) Promptly after receipt by an Indemnified Person
under sub-paragraph (a) above of notice of the
commencement of any action, such Indemnified Person
will, if a claim in respect thereof is to be made
against Summit under paragraph (a), notify Summit in
writing of the commencement thereof; but the
omission to so notify Summit will not relieve Summit
from any liability which it may have to any
Indemnified Person otherwise than under this
paragraph 7 if such omission shall not have
materially prejudiced Summit's ability to
investigate or to defend against such claim. In case
any such action is brought against any Indemnified
Person, and such Indemnified Person notifies Summit
of the commencement thereof, Summit will be entitled
to participate therein and, to the extent that it
may elect by written notice delivered to the
Indemnified Person promptly after receiving the
aforesaid notice from such Indemnified Person, to
assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Person; PROVIDED,
HOWEVER, that if the defendants in any such action
include both the Indemnified Person and Summit or
any corporation controlling, controlled by or under
common control with Summit, or any director,
officer, employee, representative or agent of any
thereof, or any other "Qualified Independent
Underwriter" retained by Summit in connection with
the Offering and the Indemnified Person shall have
reasonably concluded that there may be legal
defenses available to it which are different from or
additional to those available to such other
defendant, the Indemnified Person shall have the
right to select separate counsel to represent it.
Upon receipt of notice from Summit to such
Indemnified Person of its election so to assume the
defense of such action and approval by the
Indemnified Person of counsel, Summit will not be
liable to such Indemnified Person under this
paragraph 7 for any fees of counsel subsequently
incurred by such Indemnified Person in connection
with the defense thereof (other than the reasonable
costs of investigation subsequently incurred by such
Indemnified Person) unless (i) the Indemnified
Person shall have employed separate counsel in
accordance with the provision of the next preceding
sentence (it being understood, however, that Summit
shall not be liable for the expenses of more than
one separate counsel in any one jurisdiction
representing the Indemnified Person, which counsel
shall be approved by CRUTTENDEN), (ii) Summit,
within a reasonable time after notice of
commencement of the action, shall not have employed
counsel reasonably satisfactory to the Indemnified
Person to represent the Indemnified Person, or (iii)
Summit shall have authorized in writing the
employment of counsel for the Indemnified Person at
the expense of Summit, and except that, if clause
(i) or (iii) is applicable, such liability shall be
only in respect of the counsel referred to in such
clause (i) or (iii).
<PAGE>
(c) In order to provide for just and equitable
contribution in circumstances in which the
indemnification provided for in paragraph 7 is due
in accordance with its terms but is for any reason
held by a court to be unavailable from Summit to
CRUTTENDEN on grounds of policy or otherwise, Summit
and CRUTTENDEN shall contribute to the aggregate
losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in
connection with investigating or defending same) to
which Summit and CRUTTENDEN may be subject in such
proportion so that CRUTTENDEN is responsible for
that portion represented by the percentage that its
fee under this Agreement bears to the public
offering price appearing on the cover page of the
Prospectus and Summit is responsible for the
balance, except as Summit may otherwise agree to
reallocate a portion of such liability with respect
to such balance with any other person, including,
without limitation, any other "Qualified Independent
Underwriter"; PROVIDED, HOWEVER, that (i) in no case
shall CRUTTENDEN be responsible for any amount in
excess of the fee set forth in paragraph 4 above and
(ii) no person guilty of fraudulent
misrepresentation within the meaning of Section
11(f) of the Act shall be entitled to contribution
from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this
paragraph (c), any person controlling, controlled by
or under common control with CRUTTENDEN, or any
partner, director, officer, employee, representative
or any agent of any thereof, shall have the same
rights to contribution as CRUTTENDEN and each person
who controls Summit within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, each
officer of Summit who shall have signed the
Registration Statement and each director of Summit
shall have the same rights to contribution as
Summit, subject in each case to clause (i) of this
paragraph (c). Any party entitled to contribution
will, promptly after receipt of notice of
commencement of any action, suit or proceeding
against such party in respect of which a claim for
contribution may be made against the other party
under this paragraph (c), notify such party from
whom contribution may be sought, but the omission to
so notify such party shall not relieve the party
from whom contribution may be sought from any other
obligation it or they may have hereunder or
otherwise than under this paragraph (c). The
indemnity and contribution agreements contained in
this paragraph 7 shall remain operative and in full
force and effect regardless of any investigation
made by or on behalf of any Indemnified Person or
termination of this Agreement.
8. AUTHORIZATION BY SUMMIT.
Summit represents and warrants to CRUTTENDEN that this
Agreement has been duly authorized, executed and delivered by
Summit and constitutes a valid and binding obligation of
Summit.
9. AUTHORIZATION BY MIS.
MIS represents and warrants to CRUTTENDEN that this Agreement
has been duly authorized, executed and delivered by MIS and
constitutes a valid and binding obligation of MIS.
<PAGE>
10. AUTHORIZATION BY CRUTTENDEN.
CRUTTENDEN represents and warrants to Summit that this
Agreement has been duly authorized, executed and delivered by
CRUTTENDEN and constitutes a valid and binding obligation of
CRUTTENDEN.
11. NOTICE.
Whenever notice is required to be given pursuant to this
Agreement, such notice shall be in writing and shall be mailed
by first class mail, postage prepaid, addressed (a) if to
CRUTTENDEN ROTH INCORPORATED, at 18301 Von Karman, Suite
100, Irvine, CA 92612, Attention: Byron Roth and (b) if to
Summit or Metropolitan Investment Securities, Inc., at 601 W.
1st. Avenue - Department 115000, Spokane, WA 99201, Attention:
Susan A. Thomson, Assistant Corporate Counsel.
12. GOVERNING LAW.
This Agreement shall be construed (both as to validity and
performance) and enforced in accordance with and governed by
the laws of the State of Idaho applicable to agreements made
and to be performed wholly within such jurisdiction.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above mentioned.
SUMMIT SECURITIES, INC.
By:
---------------------------------------------
Tom Turner, President
METROPOLITAN INVESTMENT SECURITIES, INC.
By:
---------------------------------------------
Reuel Swanson, Secretary
CRUTTENDEN ROTH INCORPORATED
By:
---------------------------------------------
Monte Brem, Vice President, Corporate Finance
<PAGE>
SCHEDULE A
SUMMIT SECURITIES, INC.
The opinion of CRUTTENDEN is conditioned upon Summit's undertaking to
maintain the rates on its Certificates at least equal to an "assumed floor."
Based upon the pricing formula described below:
1. The interest rate to be paid on the Certificates shall be fixed by
Summit from time to time. However, the rate shall not be lower than the
computation made per the worksheet on Schedule B, which is attached and
incorporated by reference herein.
2. The "assumed floor" for 6 to 11 month Certificates shall be at least
1.0% above the lesser of the interest rate on the 6 month U.S. Treasury
Bills, on a discount basis, based upon the auction average (which is
published widely in newspapers throughout the country, normally on the
day following the auction) and a composite average of the offering
rates on 6 month certificates of deposit currently being offered by
banks and savings institutions in the northwestern section of the
United States. For purposes of this composite average of certificate of
deposit rates, the rates being offered by the following institutions
shall be considered initially:
a. Seattle First National Bank
b. Security State Bank
c. U.S. Bank of Washington
d. Wells Fargo Bank
e. Washington Trust Bank
f. Washington Mutual Savings Bank
CRUTTENDEN and Summit agree to review on an ongoing basis the group
which comprises the composite average, and may substitute another
institution in the composite group from time-to-time by mutual
agreement, as the case may be.
3. The "assumed floor" for 60 to 120 month Certificates shall be computed
in like manner as that described in paragraph "2" above, except that
the latest auction average on 5 year U.S. Treasury Notes shall be
considered in place of the 6 month U.S. Treasury Bills, and 5 year
certificates of deposit currently offered in the composite group shall
be considered in lieu of the 6 month rate.
4. Rates on 12 to 23 month, 24 to 35 month, 36 to 47 month and 48 to 59
month Certificates shall be at least equal to the interpolated
differences between the computation of the "assumed floor" of 6 to 11
month Certificates and 60 to 120 month Certificates, based upon the
computation set forth in Schedule B.
5. Rates on Certificates payable in installments of principal and interest
shall be no lower than .25% below the "assumed floor" for 60 to 120
month Certificates.
6. The computation of the "assumed floor" shall be made monthly, as of the
first Tuesday of each month, or at such other times during any month
that Summit causes the offering rates to change from those in effect on
the first Tuesday of each month ("the computation date"). Summit agrees
to furnish CRUTTENDEN with a computation of the "assumed floor" by
completing the worksheet on Schedule B. Should the offering rates at
that time on Summit's Certificates be less than the "assumed floor" as
computed, Summit agrees to raise the rates on its Certificates to at
least the "assumed floor" within 10 calendar days of the computation
date. Should Summit fail to raise its offering rates within the 10 day
period referred to above, CRUTTENDEN reserves the right, in its
uncontrolled discretion, to withdraw its opinion regarding the offering
rates on the Certificates.
<PAGE>
SCHEDULE B
SUMMIT SECURITIES, INC.
PRICING FORMULA
C.D. RATE
- ---------
Average rate among a composite of 6 selected Banks and Savings and Loans as of
the 1st Tuesday of each month.
GOVERNMENT RATE
- ---------------
Most current of 8 selected auction rates available on the 1st Tuesday of each
month.
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
Certificate of
Deposit (CD) Government Rate Enter Lesser of Summit's Current
Calculation Calculation Column A or B Assumed Floor Rate
----------- ----------- ------------- ------------- ----
<S> <C> <C> <C> <C>
5 yr CD rate = ____ 5 yr Gov't Rate = ____
6 mo CD rate = ____ 6 mo Gov't Rate = ____
DIFFERENCE = ____ DIFFERENCE = ____
X.20 X.20
---- ----
Differential = ____ Differential = ____
(enter in (a) below) (enter in (a) below)
6 mo (actual) 6 mo (actual)
rate = ____ rate = ____ _______________ + 1%___________ _____________
(a) + (a) + 6-11 months
---- ----
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1 yr rate =
1 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 12-23 months
----- -----
2 yr rate =
2 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 24-35 months
----- -----
3 yr rate =
3 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 36-47 months
----- -----
4 yr rate =
4 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 48-59 months
----- -----
5 yr. (actual) 5 yr (actual)
5 yr rate =
5 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 60-120 months
----- -----
INSTALLMENT PAYMENTS (Floor equal to yearly _______ _______ ____________
rate MINUS .50) (yearly -.50 rate)
</TABLE>
<PAGE>
Exhibit 1(c)
FORM OF PRICING RECOMMENDATION LETTER
Date: December __, 1998
C. Paul Sandifur, Jr., President
Metropolitan Investment Securities, Inc.
601 West First Avenue
Spokane, Washington 99201-5015
Re: Pricing of Summit Securities, Inc., Offering of $50,000,000 in
Principal Amount of Investment Certificates, Series B
Dear Mr. Sandifur:
This letter will serve to confirm our engagement as a "qualified
independent underwriter" as that term is defined subparagraph (b)(15) of Rule
2720 to the NASD bylaws, as amended ("Rule 2720").
Based upon our review of the registration statement, and the
performance of "due diligence" as required in subparagraph (c)(3) to Rule 2720,
it appears that the yields on the Investment Certificates, Series B (which are
based upon the computation set forth in Schedules A and B to the Agreement to
Act as "Qualified Independent Underwriter" dated ____________, which is filed as
Exhibit 1(b) to the registration statement), are no lower than those which we
would recommend.
We hereby consent to the use of our name as a "qualified independent
underwriter," in the Registration Statement filed by Summit Securities, Inc.
with respect to the above-referenced matter.
Very truly yours,
CRUTTENDEN ROTH INCORPORATED
By:
----------------------------------
cc: National Association of Securities Dealers, Inc.
<PAGE>
Exhibit-5
OPINION OF KUTAK ROCK
<PAGE>
<TABLE>
<S> <C> <C>
KUTAK ROCK
SUITE 2900 ATLANTA
KANSAS CITY
717 SEVENTEENTH STREET LITTLE ROCK
NEW YORK
DENVER, COLORADO 80202-3329 NEWPORT BEACH
OKLAHOMA CITY
303-297-2400 OMAHA
PHOENIX
FACSIMILE 303-292-7799 PITTSBURGH
WASHINGTON
http://www.kutakrock.com
-------------------------
</TABLE>
January 25, 1999
Summit Securities, Inc.
601 West First Avenue
Spokane, WA 99201-5015
Re: Summit Securities, Inc. Investment Certificates, Series B
Ladies and Gentlemen:
We have acted as counsel to Summit Securities, Inc. (the "Company") in
connection with the filing of a registration statement to which this opinion is
filed as an exhibit on Form S-2, under the Securities Act of 1933, as amended
(the "Act"). The registration statement covers a proposed offering by the
Company of up to $50,000,000 principal amount of Investment Certificates, Series
B (the "Certificates"). Such registration statement, as amended, on file with
the Securities and Exchange Commission (the "Commission") at the time such
registration statement becomes effective (including financial statements and
schedules, exhibits and all other documents filed as a part thereof or
incorporated therein) are herein referred to as the "Registration Statement."
In connection with this opinion, we have made such investigations and
examined such records, including the Company's Certificate of Incorporation,
Bylaws and corporate minutes as we deemed necessary to the performance of our
services and to give this opinion. We have also examined and are familiar with
the originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, corporate records and other instruments as we have
deemed necessary for the preparation of this opinion. In expressing this
opinion, we have relied, as to any questions of fact upon which our opinion is
predicated, upon representations and certificates of the officers of the
Company.
In giving this opinion we assumed:
(a) the genuineness of all signatures and the authenticity and
completeness of all documents submitted to us as originals;
(b) the conformity to originals and the authenticity of all
documents supplied to us as certified, photocopied, conformed or
facsimile copies and the authenticity and completeness of the originals
of any such documents; and
(c) the proper, genuine and due execution and delivery of all
documents by all parties to them and that there has been no breach of
the terms thereof.
Based upon the foregoing and subject to the qualifications set forth
above, and assuming (i) that the Registration Statement has become effective
under the Act, (ii) that all required actions are taken and conditions satisfied
with respect to the issuance of the Company's Certificates as specified in the
prospectus and (iii) consideration is
<PAGE>
Summit Securities, Inc.
January 25, 1999
Page 2
received for the Certificates: we are of the opinion that, when issued, the
Certificates will be binding obligations of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name in the Registration Statement. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission promulgated pursuant thereto.
Very truly yours,
/s/ Kutak Rock
--------------------
Kutak Rock
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
Summit Securities, Inc.
Spokane, Washington
We consent to the incorporation by reference in this Registration
Statement on Form S-2 of our reports, which include an explanatory paragraph
describing changes in the methods of accounting for the transfer and servicing
of financial assets in fiscal 1997 and for impaired loans in fiscal 1996, dated
November 20, 1998 on our audits of the consolidated financial statements and
financial statement schedules of Summit Securities, Inc. and its subsidiaries as
of September 30, 1998 and 1997 and for each of the three years in the period
ended September 30, 1998, which report is included in the Annual Report on Form
10-K.
We also consent to the reference of our firm under the caption
"Experts."
/s/ PricewaterhouseCoopers LLP
--------------------------------
PricewaterhouseCoopers LLP
Spokane, Washington
January 25, 1999
<PAGE>
EXHIBIT 25
FORM T-1
<PAGE>
EXHIBIT 25
STATEMENT ON FORM T-1 OF U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST
TRUST NATIONAL ASSOCIATION)
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) ______
U.S. BANK TRUST NATIONAL ASSOCIATION
------------------------------------
(Exact name of trustee as specified in its charter)
91-1587893
----------
(I.R.S. Employer Identification No.)
601 UNION STREET, SUITE 2120, SEATTLE, WA 98101
----------------------------------------- -----
(Address of principal executive offices) (Zip code)
SUMMIT SECURITIES, INC.
--------------------------------------------
(Exact name of obligor as specified in its charter)
IDAHO 82-0438135
----- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
601 WEST FIRST AVENUE, SPOKANE, WA (509) 838-3111 99201
-------------------------------------------------- -----
(Address & phone no. of principal executive offices) (Zip code)
INVESTMENT CERTIFICATES
-----------------------
(Title of the indenture securities)
<PAGE>
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. 20521.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
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, U.S. Bank Trust National
Association.
3. Voting securities of the trustee. Furnish the following information as
to each class of voting securities of the trustee:
As of December 1, 1998
Col. A Col. B
Title of class Amount outstanding
-------------- ------------------
Common Stock 1,000 Shares
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 securities outstanding under each such other indenture:
None.
(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.
5. Interlocking directories and similar relationships with the obligor or
underwriters. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor, identify
each such person having any such connection and state the nature of each such
connection.
None.
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:
<PAGE>
As of December 1, 1998
<TABLE>
<CAPTION>
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
------------- -------------- ------------ ---------
<S> <C> <C> <C>
None.
</TABLE>
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.
As of December 1, 1998
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
None.
</TABLE>
8. Securities of the obligor owned or held by the trustee. Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:
As of December 1, 1998
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
Amount owned
beneficially
Whether the or held as Percentage of
securities are collateral class
voting or security for represented by
nonvoting obligations in amount given
Title of class securities default in Col. C
-------------- ---------- ------- ---------
<S> <C> <C> <C>
None.
</TABLE>
<PAGE>
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.
As of December 1, 1998
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
Amount owned
Beneficially
or held as
collateral Percentage of
security for Class
Title of obligations in represented by
Issuer and Amount default by amount given
title of class outstanding trustee in Col. C
-------------- ----------- ------- ---------
<S> <C> <C> <C>
None.
</TABLE>
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.
As of December 1, 1998
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
Amount owned
beneficially
or held as
collateral Percentage of
security for Class
Title of obligations in represented by
issuer and Amount default by Amount given
title of class outstanding trustee in Col. C
-------------- ----------- ------- ---------
<S> <C> <C> <C>
None.
</TABLE>
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 of such person any of which are so owned or held by the
trustee.
As of December 1, 1998
<PAGE>
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
Amount owned
Beneficially
or held as
collateral Percentage of
security for class
Title of obligations in represented by
issuer and Amount default by amount given
title of class outstanding trustee in Col. C
-------------- ----------- ------- ---------
<S> <C> <C> <C>
None.
</TABLE>
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:
As of December 1, 1998
<TABLE>
<CAPTION>
Col. A Col. B Col. C
Nature of indebtedness Amount outstanding Date due
---------------------- ------------------ --------
<S> <C> <C>
None.
</TABLE>
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.
Not applicable.
(b) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for more
than one outstanding series of securities under the indenture, state
whether there has been a default under any such indenture or series,
identify the indenture or series affected, and explain the nature of any
such default.
Not applicable.
14. Affiliations with the underwriters. If any underwriter is an affiliate
of the trustee, describe each such affiliation.
None.
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.
<PAGE>
16. List of exhibits. List below all exhibits filed as part of this
statement of eligibility and qualification.
1. Articles of association of U.S. Bank Trust National Association
(attached).
2. Certificate of authority of U.S. Bank Trust National Association to
commence business (attached).
3. Authorization of the trustee to exercise corporate trust powers
(attached).
4. Bylaws of U.S. Bank Trust National Association (attached).
5. Not applicable.
6. Consent of U.S. Bank Trust National Association required by Section
321(b) of the Act (attached).
7. Latest report of condition of U.S. Bank Trust National Association
(attached).
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, U.S. Bank Trust National Association, a national banking association
organized under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Seattle, and State of Washington,
on the 1st day of December, 1998.
U.S. BANK TRUST NATIONAL ASSOCIATION
By /s/ D. Huhta
----------------------------------
<PAGE>
Exhibit-1
ARTICLES OF ASSOCIATION
U.S. BANK TRUST NATIONAL ASSOCIATION
For the purpose of organizing an association to perform any lawful
activities of national banks, the undersigned do enter into the following
Articles of Association:
FIRST. The title of the Association shall be "U.S. Bank Trust National
Association."
SECOND. The main office of this Association shall be in the City of
Seattle, County of King, State of Washington. The business of this Association
will be limited to that of a national trust bank, and to support activities
incidental thereto. This Association will not amend these Articles of
Association to expand the scope of or alter its business beyond that stated in
the Article Second without the prior approval of the Comptroller of the
Currency. Prior to the transfer of any stock of the Association, the
Association will seek the prior approval of the appropriate federal depository
institution regulatory agency.
THIRD. The board of directors of the Association shall consist of not less
than five nor more than twenty-five persons, the exact number to be fixed and
from time to time by resolution of a majority of the full board of directors or
by resolution of a majority of the shareholders at any annual or special meeting
thereof. Each director shall own common or preferred stock of this Association
with an aggregate par, fair market, or equity value of not less than $1,000.00
as of either (i) the date of purchase, or (ii) the date the person became a
director, whichever is more recent. Any combination of common or preferred
stock of this Association or U.S. Bancorp may be used.
Any vacancy in the board of directors may be filled by action of a majority
of the remaining directors between meetings of shareholders. The board of
directors may not increase the number of directors between meetings of
shareholders to a number that (1) exceeds by more than two the number of
directors last elected by shareholders where the number was fifteen or less, and
(2) exceeds by more than four the number of directors last elected by
shareholders where the number was sixteen or more, but in no event shall the
number of directors exceed twenty-five.
Terms of directors, including directors, selected to fill vacancies, shall
expire at the next regular meeting of shareholders at which directors are
elected, unless the directors resign or are removed from office.
Page 1 of 8
March 30, 1998
<PAGE>
Despite the expiration of director's term the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors, without voting
power or power of final decision in matters concerning the business of this
Association, may be appointed by resolution of a majority of the full board of
directors, or by resolution of shareholders at any annual or special meeting.
Honorary or advisory directors shall not be counted for purposes of determining
the number of directors of this Association or the presence of a quorum in
connection with any board action, and shall not be required to own qualifying
shares.
FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
board of directors may designate, on the day of each year specified therefor in
the bylaws, or if that day falls on a legal holiday in the State in which this
Association is located, on the next following banking day. If no election is
held on the day fixed, or in event of a legal holiday, an election may be held
on any subsequent day within sixty days of the day fixed, to be designated by
the board of directors, or, if the directors fail to fix the day, by
shareholders representing two-thirds of the shares issued and outstanding. In
all cases at least ten-days advance notice of the meeting shall be given to the
shareholders by first class mail.
A director may resign at any time by delivering written or oral notice to
the board of directors, its chairperson, or to this Association, which
resignation shall be effective when the notice is delivered unless the notice
specifies a later effective date.
A director may be removed by shareholders at a meeting called to remove him
or her, when notice of the meeting stating that the purpose or one of the
purposes is to remove him or her is provided, if there is a failure to fulfill
one of the affirmative requirements for qualification, or for cause; provided,
---------
however, that a director may not be removed if the number of votes sufficient to
- -------
elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The authorized amount of capital stock of this Association shall be
10,000 shares of common stock of the par value of one-hundred dollars ($100.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.
Page 2 of 8
March 30, 1998
<PAGE>
No holder of shares of the capital stock of any class of this Association
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of this Association, whether now or hereafter authorized, or
to any obligations convertible into stock of this Association, issued, or sold,
nor any right of subscription to any thereof other than such, if any, as the
board of directors, in its discretion may from time to time determine and at
such price as the board of directors may from time to time fix.
Unless otherwise specified in these Articles of Association or required by
law, (1) all matters requiring shareholder action, including amendments to the
Articles of Association must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.
Unless otherwise provided in the bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more that seventy
days before the meeting.
SIXTH. The board of directors shall appoint one of its members president
of this Association and one of its members chairperson of the board. The board
of directors shall also have the power to appoint one or more vice presidents, a
secretary who shall keep minutes of the directors' and shareholders' meetings
and be responsible for authenticating the records of this Association, and such
other officers and employees as may be required to transact the business of this
Association. A duly appointed officer may appoint one or more officers or
assistant officers if authorized by the board of directors in accordance with
the bylaws.
The board of directors shall have the power to:
(1) Define the duties of the officers, employees, and agents of this
Association.
(2) Delegate the performance of its duties, but not the responsibility for
its duties, to the officers, employees, and agents of this
Association.
(3) Fix the compensation and enter into employment contracts with its
officers and employees upon reasonable terms and conditions,
consistent with applicable law.
Page 3 of 8
March 30, 1998
<PAGE>
(4) Dismiss officers and employees.
(5) Require bonds from officers and employees and to fix the penalty
thereof.
(6) Ratify written policies authorized by this Association's management or
committees of the board.
(7) Regulate the manner in which any increase or decrease of the capital
of this Association shall be made; provided, however, that nothing
-------- -------
herein shall restrict the power of shareholders to increase or
decrease the capital of this Association in accordance with law, and
nothing shall raise or lower from two-thirds the percentage required
for shareholder approval to increase or reduce the capital.
(8) Manage and administer the business and affairs of this Association.
(9) Adopt bylaws, not inconsistent with law or these Articles of
Association, for managing the business and regulating the affairs of
this Association.
(10) Amend or repeal bylaws, except to the extent that the Articles of
Association reserve this power in whole or in part to shareholders.
(11) Make contracts.
(12) Generally to perform all acts that are legal for a board of directors
to perform.
SEVENTH. The board of directors shall have the power to change the
location of the main office to any other place within the limits of the City of
Seattle without the approval of the shareholders, and shall have the power to
establish or change the location of any branch or branches of this Association
to any other location permitted under applicable law, without the approval of
the shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated according to the laws of the United States.
NINTH. The board of directors of this Association, or any three (3) or
more shareholders owning, in the aggregate, not less than twenty-five percent
(25%) of the stock of this Association, may call a special meeting of
shareholders at any time. Unless otherwise provided by the bylaws or the laws
of the United
Page 4 of 8
March 30, 1998
<PAGE>
States, or waived by shareholders, a notice of the time, place, and purpose of
every annual and special meeting of the shareholders shall be given by first-
class mail, postage prepaid, mailed at least ten, and no more than sixty, days
prior to the date of the meeting to each shareholder of record at his/her
addresses as shown upon the books of this Association. Unless otherwise
provided by these Articles of Association or the bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.
TENTH. Any action required to be taken at a meeting of the shareholders or
directors or any action that may be taken at a meeting of shareholders or
directors may be taken without a meeting if consent in writing, setting forth
the action as taken shall be signed by all the shareholders or directors
entitled to vote with respect to the matter thereof. Such action shall be
effective on the date on which the last signature is placed on the writing, or
such earlier date as is set forth therein.
ELEVENTH. Meetings of the board of directors or shareholders, regular or
special, may be held by means of conference telephone or similar communication
equipment by means of which all persons participating in the meeting can
simultaneously hear each other, and participation in such meeting by such
aforementioned means shall constitute presence in person at such meeting.
TWELFTH. (a) Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than any action
by or in the right of the Association) by reason of the fact that he is or was a
director, officer employee or agent of the Association, or is or was serving at
the request of the Association as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the Association, unless similar indemnification is
provided by such other corporation, partnership, joint venture, trust or other
enterprise (any funds received by any person as a result of the provisions of
this Article being deemed an advance against his receipt of any such other
indemnification from any such other corporation, partnership, joint venture,
trust or other enterprise), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interest of the Association, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
---- ----------
equivalent, shall not, of itself,
Page 5 of 8
March 30, 1998
<PAGE>
create a presumption that the person seeking indemnification did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the Association, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
Association to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the Association, or
is or was serving at the request of the Association as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other corporation, partnership, joint venture, trust or other enterprise shall
be indemnified by the Association, unless similar indemnification is provided by
such other corporation, partnership, joint venture, trust or other enterprise
(any funds received by any person as a result of the provisions of this Article
being deemed an advance against his receipt of any such other indemnification
from any such other corporation, partnership, joint venture, trust or other
enterprise), against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit 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 Association and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Association
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Association has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, such person shall be indemnified by the
Association against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
(d) Except as set forth in paragraph (c) of this Article, any
indemnification under paragraphs (a) and (b) of this Article (unless ordered by
the court), shall be made by the Association only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in paragraphs (a) and (b) of this
Article. Such determination shall be made (1) by a majority vote of the
directors who are
Page 6 of 8
March 30, 1998
<PAGE>
not parties to such action, suit or proceeding, even though less than a quorum,
or (2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Association in advance of the final disposition
of such action, suit or proceeding upon receipt of any undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Association.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification or seeking advancement of expenses may be entitled under any by-
law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office.
(g) By action of the Board of Directors, notwithstanding any interest of
the directors in the action, the Association may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of the
Association, or is or was serving at the request of the Association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Association shall have the power to indemnify him against
such liability under the provisions of this Article.
(h) For purpose of this Article, references to "the Association" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation
Page 7 of 8
March 30, 1998
<PAGE>
as he would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; reference to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Association" shall include any
service as a director, officer, employee or agent of the Association which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Association" as referred to in this
Article.
(j) The indemnification and advancement of expenses hereby provided shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
THIRTEENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. This Association's board of directors may
propose one or more amendments to these Articles of Association for submission
to the shareholders.
Page 8 of 8
March 30, 1998
<PAGE>
Exhibit-2. Certificate of Authority to Commence Business
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT [Picture] OF THE UNITED STATES
Washington, D.C.,
Whereas, satisfactory evidence has been presented to the Comptroller of the
Currency that FIRST TRUST WASHINGTON located in SEATTLE State of WASHINGTON has
complied with all provisions of the statutes of the United States required to be
complied with before being authorized to commence the business of banking as a
National Banking Association;
Now, therefore, I hereby certify that the above named association is
authorized to commence the business of banking as a National Banking Association
under the title "FIRST TRUST NATIONAL ASSOCIATION" effective July 15, 1996
In testimony whereof, witness my signature and seal of
Office this 15th day of July 1996
/s/ Robert R. Klinzing
----------------------
Charter No. 23133 Robert R. Klinzing
Deputy Comptroller of the Currency
Midwestern District
<PAGE>
[Logo]
- -------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- -------------------------------------------------------------------------------
Washington, D.C. 20219
CERTIFICATE
-----------
I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify
that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering, regulation and
supervision of all National Banking Associations.
2. Effective March 30, 1998, the title of "First Trust National Association,"
Seattle, Washington, (Charter No. 23133), was changed to "U.S. Bank Trust
National Association," Seattle, Washington, (Charter No. 23133).
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department, in the City of
Washington and District of Columbia, this
16th day of April, 1998.
[SEAL] /s/ Julie L. Williams
----------------------------------
Acting Comptroller of the Currency
<PAGE>
March 26, 1998
Ms. Jill Kennard
Midwestern District Office VIA COURIER
Comptroller of the Currency
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108
Re: First Trust National Association
Dear Ms. Kennard:
First Trust National Association, charter number 23133 has changed its corporate
title to U.S. Bank Trust National Association, effective March 30, 1998.
A certified copy of the resolutions amending the Articles of Association,
effective March 30, 1998, is enclosed. These amendments to the Articles conform
to the requirements of 12 USC 21a.
Please contact Elizabeth Becker, counsel at U.S. Bancorp, at (612) 244-0410, if
you have any questions.
Sincerely,
/s/ Kenneth D. Hoffman
- ----------------------
Kenneth D. Hoffman
Secretary
cc: Thomas Smith
<PAGE>
Exhibit-3
[Logo]
- -------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- -------------------------------------------------------------------------------
Washington, D.C. 20219
Certificate of Fiduciary Powers
I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify
that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "U.S. Bank Trust National Association," Seattle, Washington, (Charter No.
23133), was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed
my name and caused my seal of office to be affixed
to these presents at the Treasury Department in
the City of Washington and District of Columbia,
this 16th day of April, 1998.
[SEAL] /s/ Julie L. Williams
----------------------------------
Acting Comptroller of the Currency
<PAGE>
Exhibit-4
U.S. BANK TRUST NATIONAL ASSOCIATION
BYLAWS
ARTICLE I
---------
Meetings of Shareholders
------------------------
Section 1.1 Annual Meeting. The annual meeting of the shareholders, for
--------------
the election of directors and the transaction of other business, shall be held
at a time and place as the Chairman or President may designate. Notice of such
meeting shall be given at least ten days prior to the date thereof, to each
shareholder of the Association. If, for any reason, an election of directors is
not made on the designated day, the election shall be held on some subsequent
day, as soon thereafter as practicable, with prior notice thereof.
Section 1.2 Special Meetings. Except as otherwise specifically provided
----------------
by law, special meetings of shareholders may be called for any purpose, at any
time by a majority of the board of directors, or by any shareholder or group of
shareholders owning at least ten percent of the outstanding stock. Every such
special meeting, unless otherwise provided by law, shall be called upon not less
than ten days prior notice stating the purpose of the meeting.
Section 1.3 Nominations for Directors. Nominations for election to the
-------------------------
board of directors may be made by the board of directors or by any shareholder.
Section 1.4 Proxies. Shareholders may vote at any meeting of the
-------
shareholders by proxies duly authorized in writing. Proxies shall be valid only
for one meeting and any adjournments of such meeting and shall be filed with the
records of the meeting.
Section 1.5 Quorum. A majority of the outstanding capital stock,
------
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law. A majority of the votes cast
shall decide every question or matter submitted to the shareholders at any
meeting, unless otherwise provided by law or by the Articles of Association.
ARTICLE II
----------
Directors
---------
Section 2.1 Board of Directors. The Board of Directors (hereinafter
------------------
referred to as the "board"), shall have power to manage and administer the
business and affairs of the Association. All authorized corporate powers of the
Association shall be vested in and may be exercised by the board.
<PAGE>
Section 2.2 Powers. In addition to the foregoing, the board of directors
------
shall have and may exercise all of the powers granted to or conferred upon it by
the Articles of Association, the Bylaws and by law.
Section 2.3 Number. The Board shall consist of a number of members to be
------
fixed and determined from time to time by resolution of the board or the
shareholders at any meeting thereof, in accordance with the Articles of
Association.
Section 2.4 Organization Meeting. The newly elected board shall meet for
--------------------
the purpose of organizing the new board and electing and appointing such
officers of the Association as may be appropriate. Such meeting shall be held
on the day of the election or as soon thereafter as practicable, and, in any
event, within thirty days thereafter. If, at the time fixed for such meeting,
there shall not be a quorum present, the directors present may adjourn the
meeting until a quorum is obtained.
Section 2.5 Regular Meetings. The regular meetings of the board shall be
----------------
held, without notice, as the Chairman or President may designate and deem
suitable.
Section 2.6 Special Meetings. Special meetings of the board may be called
----------------
by the Chairman or the President of the Association, or at the request of two or
more directors. Each member of the board shall be given notice stating the time
and place of each such meeting.
Section 2.7 Quorum. A majority of the directors shall constitute a quorum
------
at any meeting, except when otherwise provided by law; but fewer may adjourn any
meeting. Unless otherwise provided, once a quorum is established, any act by a
majority of those constituting the quorum shall be the act of the board.
Section 2.8 Vacancies. When any vacancy occurs among the directors, the
---------
remaining members of the board may appoint a director to fill such vacancy at
any regular meeting of the board, or at a special meeting called for that
purpose.
ARTICLE III
-----------
Committees
----------
Section 3.1 Advisory Board of Directors. The board may appoint persons,
---------------------------
who need not be directors, to serve as advisory directors on an advisory board
of directors established with respect to the business affairs of either this
Association alone or the business affairs of a group of affiliated organizations
of which this Association is one. Advisory directors shall have such powers and
duties as may be determined by the board, provided that the board's
responsibility for the business and affairs of this Association shall in no
respect be delegated or diminished.
<PAGE>
Section 3.2 Audit Committee. The board shall appoint an Audit Committee
---------------
which shall consist of at least two Directors of the Association or of an
affiliate of the Association. If legally permissible, the board may determine
to name itself as the Audit Committee. The Audit Committee shall direct and
review audits of the Association's fiduciary activities.
The members of the Audit Committee shall be appointed each year and shall
continue to act until their successors are named. The Audit Committee shall
have power to adopt its own rules and procedures and to do those things which in
the judgment of such Committee are necessary or helpful with respect to the
exercise of its functions or the satisfaction of its responsibilities.
Section 3.3 Executive Committee. The board may appoint an Executive
-------------------
Committee, which shall consist of at least three directors and which shall have,
and may exercise, all the powers of the board between meetings of the board or
otherwise when the board is not meeting.
Section 3.4 Other Committees. The board may appoint, from time to time,
----------------
committees of one or more persons who need not be directors, for such purposes
and with such powers as the board may determine. In addition, either the
Chairman or the President may appoint, from time to time, committees of one or
more officers, employees, agents or other persons, for such purposes and with
such powers as either the Chairman or the President deems appropriate and
proper.
Whether appointed by the board, the Chairman, or the President, any such
Committee shall at all times be subject to the direction and control of the
board.
Section 3.5 Meetings, Minutes and Rules. An advisory board of directors
---------------------------
and/or committee shall meet as necessary in consideration of the purpose of the
advisory board of directors or committee, and shall maintain minutes in
sufficient detail to indicate actions taken or recommendations made; unless
required by the members, discussions, votes, or other specific details need not
be reported. An advisory board of directors or a committee may, in
consideration of its purpose, adopt its own rules for the exercise of any of its
functions or authority.
ARTICLE IV
----------
Officers and Employees
----------------------
Section 4.1 Chairman of the Board. The board may appoint one of its
---------------------
members to be Chairman of the board to serve at the pleasure of the board. The
Chairman shall supervise the carrying out of the policies adopted or approved by
the board; shall have general executive powers, as well as the specific powers
conferred by these Bylaws; shall also have and may exercise such powers and
duties as from time to time may be conferred upon or assigned by the board.
<PAGE>
Section 4.2 President. The board may appoint one of its members to be
---------
President of the Association. In the absence of the Chairman, the President
shall preside at any meeting of the board. The President shall have general
executive powers, and shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the Office of President, or
imposed by these Bylaws. The President shall also have and may exercise such
powers and duties as from time to time may be conferred or assigned by the
board.
Section 4.3 Vice President. The board may appoint one or more Vice
--------------
Presidents who shall have such powers and duties as may be assigned by the board
and to perform the duties of the President on those occasions when the President
is absent, including presiding at any meeting of the board in the absence of
both the Chairman and President.
Section 4.4 Secretary. The board shall appoint a Secretary, or other
---------
designated officer who shall be Secretary of the board and of the Association,
and shall keep accurate minutes of all meetings. The Secretary shall attend to
the giving of all notices required by these Bylaws to be given; shall be
custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the Secretary, or imposed
by these Bylaws; and shall also perform such other duties as may be assigned
from time to time, by the board.
Section 4.5 Other Officers. The board may appoint, and may authorize the
--------------
Chairman or the President to appoint, any officer as from time to time may
appear to the board, the Chairman or the President to be required or desirable
to transact the business of the Association. Such officers shall exercise such
powers and perform such duties as pertain to their several offices, or as may be
conferred upon or assigned to them by the Bylaws, the board, the Chairman or the
President.
Section 4.6 Tenure of Office. The Chairman or the President and all other
----------------
officers shall hold office for the current year for which the board was elected,
unless they shall resign, become disqualified, or be removed. Any vacancy
occurring in the Office of Chairman or President shall be filled promptly by the
board.
Any officer elected by the board or appointed by the Chairman or the
President may be removed at any time, with or without cause, by the affirmative
vote of a majority of the board or, if such officer was appointed by the
Chairman or the President, by the Chairman or the President, respectively.
<PAGE>
ARTICLE V
---------
Stock
-----
Section 5.1. Shares of stock shall be transferable on the books of the
Association, and a transfer book shall be kept in which all transfers of stock
shall be recorded. Every person becoming a shareholder by such transfer shall,
in proportion to such person's shares, succeed to all rights of the prior holder
of such shares. Each certificate of stock shall recite on its face that the
stock represented thereby is transferable only upon the books and records of the
Association properly endorsed.
ARTICLE VI
----------
Corporate Seal
--------------
Section 6.1. The Association shall have no corporate seal; provided,
however, that if the use of a seal is required by, or is otherwise convenient or
advisable pursuant to, the laws or regulations of any jurisdiction, the
following seal may be used, and the Chairman, the President, the Secretary and
any Assistant Secretary shall have authority to affix such seal:
ARTICLE VII
-----------
Miscellaneous Provisions
------------------------
Section 7.1 Execution of Instruments. All agreements, checks, drafts,
------------------------
orders, indentures, notes, mortgages, deeds, conveyances, transfers,
endorsements, assignments, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, guarantees, proxies and other instruments or
documents may be signed, countersigned, executed, acknowledged, endorsed,
verified, delivered or accepted on behalf of the Association, whether in a
fiduciary capacity or otherwise, by an officer of the Association, or such
employee or agent as may be designated from time to time by the board by
resolution, or by the Chairman or the President by written instrument, which
resolution or instrument shall be certified as in effect by the Secretary or an
Assistant Secretary of the Association. The provisions of this section are
supplementary to any other provision of the Articles of Association or Bylaws.
<PAGE>
Section 7.2 Records. The Articles of Association, the Bylaws, and the
-------
proceedings of all meetings of the shareholders, the board, and standing
committees of the board, shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary,
or other officer appointed to act as Secretary of the meeting.
Section 7.3 Trust Files. There shall be maintained in the Association
-----------
files all fiduciary records necessary to assure that its fiduciary
responsibilities have been properly undertaken and discharged.
Section 7.4 Trust Investments. Funds held in a fiduciary capacity shall
-----------------
be invested according to the instrument establishing the fiduciary relationship
and according to law. Where such instrument does not specify the character and
class of investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under law.
Section 7.5 Notice. Whenever notice is required by the Articles of
------
Association, the Bylaws or law, such notice shall be by mail, postage prepaid,
telegram, in person, or by any other means by which such notice can reasonably
be expected to be received, using the address of the person to receive such
notice, or such other personal data, as may appear on the records of the
Association. Prior notice shall be proper if given not more than 30 days nor
less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
---------------
Section 8.1. The Association shall indemnify to the full extent permitted
by, and in the manner permissible under, the Articles of Association and the
laws of the United States of America, as applicable and as amended from time to
time, any person made, or threatened to be made, a party to any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that such person is or was a director, advisory director, officer or
employee of the Association, or any predecessor of the Association, or served
any other enterprise as a director or officer at the request of the Association
or any predecessor of the Association.
Section 8.2. The board in its direction may, on behalf of the Association,
indemnify any person, other than a director, advisory director, officer or
employee, made a party to any action, suit or proceeding by reason of the fact
that such person is or was an agent of the Association or any predecessor of the
Association serving in such capacity at the request of the Association or any
predecessor of the Association.
<PAGE>
ARTICLE IX
----------
Bylaws: Interpretation and Amendment
-------------------------------------
Section 9.1. These Bylaws shall be interpreted in accordance with and
subject to appropriate provisions of law, and may be amended, altered or
repealed, at any regular or special meeting of the board.
Section 9.2. A copy of the Bylaws, with all amendments, shall at all times
be kept in a convenient place at the main office of the Association, and shall
be open for inspection to all shareholders during Association hours.
<PAGE>
[Logo]
- -------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- -------------------------------------------------------------
Midwestern District Office
2345 Grand Blvd., Suite 700
Kansas City, Missouri 64108-2625
March 30, 1998
Mr. Kenneth D. Hoffman
Secretary
U.S. Bank Trust National Association
601 Union Street
Seattle, Washington 98191
Dear Mr. Hoffman:
The Office of the Comptroller of the Currency (OCC) has received your letter
concerning the title change and the appropriate amendment to the Articles of
Association. The OCC has recorded that as of March 30, 1998, the title of First
Trust National Association, Seattle, Washington, Charter No. 23133, was changed
to "U.S. Bank Trust National Association".
As a result of Garn-St Germain Depository Institutions Act of 1982, the OCC is
no longer responsible for the approval of national bank name changes nor does it
maintain official records on the use of alternate titles. The use of other
titles or the retention of the rights to any previously used title is the
responsibility of the bank's board of directors. Legal counsel should be
consulted to determine whether or not the new title, or any previously used
title, could be challenged by competing institutions under the provisions of
federal or state law.
Sincerely,
/s/ Judith A. Bollig
- --------------------
Judith A. Bollig
Analysis Specialist
<PAGE>
Exhibit-6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issuance by Summit Securities, Inc. of
Investment Certificates, we hereby consent that reports of examinations by
federal, state, territorial and district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.
U.S. BANK TRUST NATIONAL ASSOCIATION
By Dyan Huhta
----------
Dated: December 1, 1998
----------------
<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: 1557-0081
Expires March 31, 2001
Federal Financial Institutions Examination Council
- -------------------------------------------------------------------------------
[Logo] 1
Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.
- -------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for A Bank With Domestic Offices
Only and Total Assets of $100 Million or More But Less Than $300--FFIEC 033
<TABLE>
<S> <C>
Report at the close of business September 30, 1998 (19980930)
(RCRI 9999)
This report is required by law: 12 U.S.C. (S) 324 This report form is to be filed by banks with domestic
(State member banks); 12 U.S.C. (S) 1817 (State offices only. Banks with foreign offices (as defined in
nonmember banks); and 12 U.S.C. (S) 161 (National the instructions) must file FFIEC 031.
banks).
- ---------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be The Reports of Condition and Income are to be prepared in
signed by an authorized officer and the Report of accordance with Federal regulatory authority instructions.
Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and We, the undersigned directors (trustees), attest to the
three directors for State member and National banks. correctness of the Report of Condition (including the
I, /s/ Signed supporting schedules) for this report date and declare
--------------------------------------------------- that it has been examined by us and to the best of our
Name and Title of Officer Authorized to Sign Report knowledge and belief has been prepared in conformance with
the instructions issued by the appropriate Federal
of the named bank do hereby declare that the Reports regulatory authority and is true and correct.
of Condition and Income (including the supporting /s/ Signed
schedules) for this report date have been prepared in -----------------------------------------------------------
conformance with the instructions issued by the Director (Trustee)
appropriate Federal regulatory authority and are true /s/ Dyan Huhta
to the best of my knowledge and belief. -----------------------------------------------------------
/s/ Signed Director (Trustee)
- ------------------------------------------------------ /s/ Signed
Signature of Officer Authorized to Sign Report -----------------------------------------------------------
Director (Trustee)
10/24/98
- -------------------------------------------------------
Date of Signature
- ---------------------------------------------------------------------------------------------------------------------
Submission of Reports
Each bank must prepare its Reports of Condition and
Income either: That party (if other than EDS) must transmit the bank's
computer data file to EDS.
(a) in electronic form and then file the computer For electronic filing assistance, contact EDS Call Report
data file directly with the banking agencies' Services, 2150 N. Prospect Ave., Milwaukee, WI 53202,
collection agent, Electronic Data Systems Corporation telephone (800) 255-1571.
(EDS), by modem or on computer diskette; or To fulfill the signature and attestation requirement for
(b) in hard-copy (paper) form and arrange for another the Reports of Condition and Income for this report date,
party to convert the paper report to electronic form. attach this signature page to the hard-copy record of the
completed report that the bank places in its files.
- ---------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number |__|__|__|__|__| Call No. 205 033 9/30/98
(RCRI 9050) STBK: 53-0836 STCERT: 53-33804
U.S. Bank Trust National Association
Two Union Square, 601 Union Street
Seattle, WA 98101
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller
of the Currency
</TABLE>
2
<PAGE>
FFIEC 033
Page i
Consolidated Reports of Condition and Income for 2
A Bank With Domestic Offices Only and Total
Assets of $100 Million or More But Less Than $300 Million
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Table of Contents
<S> <C>
Signature Page Cover Report of Condition
Report of Income Schedule RC--Balance Sheet........................RC-1, 2
Schedule RI--Income Statement................................RI-1, 2, 3 Schedule RC-A--Cash and Balances Due
From Depository Institutions.......................RC-3
Schedule RI-A--Changes in Equity Capital...........................RI-3 Schedule RC-B--Securities.........................RC-4, 5
Schedule RI-B--Charge-offs and Recoveries on Schedule RC-C--Loans and Lease Financing Receivables:
Loans and Leases and Changes in Allowance
for Credit Losses.............................................RI-4, 5 Part I. Loans and Leases.......................RC-6, 7
Schedule RI-E--Explanations.....................................RI-5, 6 Part II. Loans to Small Businesses and
Small Farms (to be completed for the
June report only)...........................RC-7a, 7b
Schedule RC-E--Deposit Liabilities................RC-8, 9
Schedule RC-F--Other Assets.........................RC-10
Schedule RC-G--Other Liabilities....................RC-10
Schedule RC-K--Quarterly Averages...................RC-11
Disclosure of Estimated Burden Schedule RC-L--Off-Balance Sheet Items......RC-12, 13, 14
The estimated average burden associated with this information collection Schedule RC-M--Memoranda........................RC-14, 15
is 34.1 hours per respondent and is estimated to vary from 15 to 400
hours per response, depending on individual circumstances. Burden Schedule RC-N--Past Due and Nonaccrual Loans,
estimates include the time for reviewing instructions, gathering and Leases, and Other Assets..........................RC-16
maintaining data in the required form, and completing the information
collection, but exclude the time for compiling and maintaining business Schedule RC-O--Other Data for Deposit
records in the normal course of a respondent's activities. A Federal Insurance and FICO Assessments................RC-17, 18
agency may not conduct or sponsor, and an organization (or a person) is
not required to respond to a collection of information, unless it Schedule RC-R--Regulatory Capital...............RC-19, 20
displays a currently valid OMB control number. Comments concerning the
accuracy of this burden estimate and suggestions for reducing this Optional Narrative Statement Concerning
burden should be directed to the Office of Information and Regulatory the Amounts Reported in the Reports of
Affairs, Office of Management and Budget, Washington, D.C. 20503, and Condition and Income..............................RC-21
to one of the following:
Special Report (to be completed by all banks)
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
</TABLE>
For information or assistance, national and state nonmember banks should contact
the FDIC's Call Reports Analysis Section, 550 17th Street, NW, Washington, D.C.
20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00
a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
1
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RI- 1
Seattle WA 98101 Vendor ID: D CERT: 33804
</TABLE>
Transit Number: 91000020
Consolidated Report of Income 3
for the period January 1, 1998 - September 30, 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>
<CAPTION>
I280
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income: RIAD
a. Interest and fee income on loans (1): ----
(1) Real estate loans 4246 0 1.a.1
(2) Installment loans 4247 0 1.a.2
(3) Credit cards and related plans 4248 0 1.a.3
(4) Commercial (time and demand) and all other loans 4249 0 1.a.4
b. Income from lease financing receivables:
(1) Taxable leases 4505 0 1.b.1
(2) Tax-exempt leases 4307 0 1.b.2
c. Interest income on balances due from depository institutions (2) 4115 1,693 1.c
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations 4027 65 1.d.1
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities 4506 0 1.d.2a
(b) Tax-exempt securities 4507 0 1.d.2b
(3) Other domestic debt securities 3657 0 1.d.3
(4) Foreign debt securities 3658 0 1.d.4
(5) Equity securities (including investments in mutual funds) 3659 146 1.d.5
e. Interest income from trading assets 4069 0 1.e
f. Interest income on federal funds sold and securities purchased under agreements
to resell 4020 0 1.f
g. Total interest income (sum of items 1.a through 1.f) 4107 1,904 1.g
</TABLE>
_______________
(1) See instructions for loan classifications used in this schedule.
(2) Includes interest income on time certificates of deposit not held for
trading.
1
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RI-2
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
4
Schedule RI - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2. Interest expense:
a. Interest on deposits: RIAD Year-to-date
----
(1) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized
transfer accounts) 4508 0 2.a.1
(2) Nontransaction accounts:
(a) Money market deposit accounts (MMDAs) 4509 0 2.a.2a
(b) Other savings deposits 4511 0 2.a.2b
(c) Time deposits of $ 100,000 or more A517 0 2.a.2c
(d) Time deposits of less than $ 100,000 A518 0 2.a.2d
b. Expense of federal funds purchased and securities sold under agreements to repurchase 4180 0 2.b
c. Interest on demand notes issued to the U.S. Treasury, trading liabilities, and on
other borrowed money 4185 0 2.c
d. Not applicable.
e. Interest on subordinated notes and debentures 4200 0 2.e
f. Total interest expense (sum of items 2.a through 2.e) 4073 0 2.f
3. Net interest income (item 1.g minus 2.f) 4074 1,904 3.
4. Provisions:
a. Provision for credit losses 4230 0 4.a
b. Provision for allocated transfer risk 4243 0 4.b
5. Noninterest income:
a. Income from fiduciary activities 4070 5,760 5.a
b. Service charges on deposit accounts 4080 0 5.b
c. Trading revenue (must equal Schedule RI, sum of Memorandum items 8.a through 8.d) A220 0 5.c
d. Not applicable.
e. Not applicable.
f. Other noninterest income:
(1) Other fee income 5407 278 5.f.1
(2) All other noninterest income * 5408 123 5.f.2
g. Total noninterest income (sum of items 5.a through 5.f.(2)) 4079 6,161 5.g
6. a. Realized gains (losses) on held-to-maturity securities 3521 0 6.a
b. Realized gains (losses) on available-for-sale securities 3196 0 6.b
7. Noninterest expense:
a. Salaries and employee benefits 4135 1,742 7.a
b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and
employee benefits and mortgage interest) 4217 353 7.b
c. Other noninterest expense * 4092 3,903 7.c
d. Total noninterest expense (sum of items 7.a through 7.c) 4093 5,998 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) 4301 2,067 8.
9. Applicable income taxes (on item 8) 4302 725 9.
10. Income (loss before extraordinary items and other adjustments (item 8 minus 9) 4300 1,342 10.
11. Extraordinary items and other adjustments, net of income taxes * 4320 0 11.
12. Net income (loss) (sum of items 10 and 11) 4340 1,342 12.
_______________
* Describe on Schedule RI-E Explanations.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RI-3
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
5
Schedule RI - Continued
I281
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Memoranda RIAD Year-to-date
----
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired
after August 7, 1986, that is not deductible for federal income tax purposes 4513 0 M.1
2. Income from the sale and servicing of mutual funds and annuities (included in Schedule
RI, item 8) 8431 0 M.2
3. Not applicable Number
4. Number of full-time equivalent employees at end of current period (round to nearest ------
whole number) 4150 37 M.4
5. Interest and fee income on tax-exempt obligations (other than securities and leases) of
states and political subdivisions in the U.S. (reportable in Schedule RC-C, part I, item
8) included in Schedule RI, item 1.a above 4504 0 M.5
6. To be completed by banks with loans to finance agricultural production and other loans
to farmers (Schedule RC-C, part I, item 3) exceeding five percent of total loans.
Interest and fee income on agricultural loans included in item 1.a above 4251 0 M.6
7. If the reporting bank has restated its balance sheet as a result of applying push down CCYY MM DD
accounting this calendar year, report the date of the bank's acquisition (1) 9106 N/A M.7
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) RIAD Year-to-date
(sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c): ----
a. Interest rate exposures 8757 0 M.8.a
b. Foreign exchange exposures 8758 0 M.8.b
c. Equity security and index exposures 8759 0 M.8.c
d. Commodity and other exposures 8760 0 M.8.d
9. Impact on income of off-balance sheet derivatives held for purposes other than trading:
a. Net increase (decrease) to interest income 8761 0 M.9.a
b. Net (increase) decrease to interest expense 8762 0 M.9.b
c. Other (noninterest) allocations 8763 0 M.9.c
10. Not applicable.
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 NO M.11
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
Schedule RI-A Changes in Equity Capital
Indicate decreases and losses in parentheses.
I283
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RIAD
1. Total equity capital originally reported in the December 31, 1997, Reports of ---- 108,565 1.
Condition and Income 3215
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 108,565 3.
4. Net income (loss) (must equal Schedule RI, item 12) 4340 1,342 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 7 11.
12. Other transactions with parent holding company * (not included in item 5, 7, or 8
above) 4415 0 12.
13. Total equity capital end of current period (sum of items 3 through 12) (must equal
Schedule RC, item 28) 3210 109,914 13.
</TABLE>
_______________
Describe on Schedule RI-E - Explanations.
3
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RI-4
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
6
Schedule RI-B - Charge-offs and Recoveries on Loan and Leases and Changes in
Allowance for Credit Losses
Part I. Charge-offs and Recoveries on Loans and Leases (1)
I286
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------
-----------Calendar year-to-date-------------
Part I excludes charge-offs and recoveries through the (Column A) (Column B)
allocated transfer risk reserve. Charge-offs Recoveries
---------------------- ----------------
RIAD RIAD
---- ----
<S> <C> <C> <C> <C> <C>
1. Real estate loans 4256 0 4257 0 1.
2. Installment loans 4258 0 4259 0 2.
3. Credit cards and related plans 4262 0 4263 0 3.
4. Commercial (time and demand) and all other loans 4264 0 4265 0 4.
5. Lease financing receivables 4266 0 4267 0 5.
6. Total (sum of items 1 through 5) 4635 0 4605 0 6.
</TABLE>
<TABLE>
<CAPTION>
Memoranda Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RIAD RIAD
1. Loans to foreign governments and official institutions included ---- 0 ---- 0 M.1
in part I, items I through 4 above 4643 4627
2. To be completed by banks with loans to finance agricultural
production and other loans to farmers (Schedule RC-C, part I, item RIAD RIAD
3) exceeding five percent of total Loans. ---- 0 ---- 0 M.2
Agricultural loans included in part I, items 1 through 4, above 4268 4269
3. Not applicable.
4. Loans to finance commercial real estate, construction, and land RIAD RIAD
development activities (not secured by real estate) included in ---- 0 ---- 0 M.4
Schedule RI-B, part I, items 2 through 4, above 5443 5444
5. Real estate loans (sum of Memorandum items 5.a through 5.e must
equal Schedule RI-B, part I, item 1, above):
a. Construction and land development 5445 0 5446 0 M.5.a
b. Secured by farmland 5447 0 5448 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 5449 0 5450 0 M.5.c1
(2) All other loans secured by 1-4 family residential
properties 5451 0 5452 0 M.5.c2
d. Secured by multifamily (5 or more) residential properties 5453 0 5454 0 M.5.d
e. Secured by nonfarm nonresidential properties 5455 0 5456 0 M.5.e
_______________
</TABLE>
(1) See instructions for loan classifications used in this schedule.
4
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RI-5
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
7
Schedule RI-B - Continued
Part II. Changes in Allowance for Credit Losses
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
RIAD
----
<S> <C> <C> <C>
1. Balance originally reported in the December 31, 1997, Reports of Condition and Income 3124 0 1.
2. Recoveries (must equal or exceed part I, item 6, column B above) 2419 0 2.
3. LESS: Charge-offs (must equal or exceed part *, item 6, column A above) 2432 0 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 0 6.
</TABLE>
_______________
* Describe on Schedule RI-E - Explanations.
Schedule RI-E - Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule R1. (See instructions for
details.)
I295
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)) Report
amounts that exceed 10% of Schedule RI, item 5.f.(2): RIAD Year-to-Date
----
a. Net gains (losses) on other real estate owned 5415 N/A 1.a
b. Net gains (tosses) on sales of loans 5416 N/A 1.b
c. Net gains (losses) on sales of premises and fixed assets 5417 N/A 1.c
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 5.f.(2):
TEXT RIAD
---- ----
d. 4461: SERVICE FEE 4461 123 1.d
e. 4462: 4462 N/A 1.e
f. 4463: 4463 N/A 1.f
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets 4531 1,373 2.a
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net (gains) losses on other real estate owned 5418 N/A 2.b
c. Net (gains) losses on sales of loans 5419 N/A 2.c
d. Net (gains) losses on sales of premises and fixed assets 5420 N/A 2.d
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 7.c:
TEXT RIAD
---- ----
e. 4464: CTS EXP TRUST OPERATIONS INTERCOMPANY 4464 2,176 2.e
f. 4467: 4467 N/A 2.f
g. 4468: 4468 N/A 2.g
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RI-6
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
8
Schedule RI-E - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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):
TEXT RIAD RIAD Year-to-Date
- --------------------------------------------------------------------------------------- ----
a. (1) 4469: 4469 0 3.a.1
(2) Applicable income tax effect 4486 0 3.a.2
b. (1) 4487: 4487 0 3.b.1
(2) Applicable income tax effect 4488 0 3.b.2
c. (1) 4489: 4489 0 3.c.1
(2) Applicable income tax effect 4491 0 3.c.2
4. Equity capital adjustments from amended Reports of income (from Schedule RI-A,
item 2) (itemize and describe all adjustments):
TEXT RIAD
---- ----
a. 4492: 4492 N/A 4.a
b. 4493: 4493 N/A 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):
TEXT RIAD
---- ----
a. 4494: 4494 N/A 5.a
b. 4495: 4495 N/A 5.b
6. Corrections of material accounting errors from prior years (from Schedule RI-A,
item 10) (itemize and describe all corrections):
TEXT RIAD
---- ----
a. 4496: 4496 N/A 6.a
b. 4497: 4497 N/A 6.b
7. Other transactions with parent holding company (from Schedule RI-A, item 12)
(itemize and describe all such transactions):
TEXT RIAD
---- ----
a. 4498: 4498 N/A 7.a
b. 4499: 4499 N/A 7.b
8. Adjustments to allowance for credit losses (from Schedule RI-B, part II, item 5)
(itemize and describe all adjustments):
TEXT RIAD
---- ----
a. 4521: 4521 N/A 8.a
b. 4522: 4522 N/A 8.b
I298 I299
9. Other explanations (the space below is provided for bank to briefly describe, at
its option, any other significant items affecting the Report of Income):
No comment: X (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFEIC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-1
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
9
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 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
C200
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
----
a. Noninterest-bearing balances and currency and coin (1) 0081 10,139 1.a
b. Interest-bearing balances (2) 0071 77,840 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 4,785 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 0 3.
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income ----
(from Schedule RC-C) 2122 0 4.a
b. LESS: Allowance for loan and lease losses 3123 0 4.b
c. LESS: Allocated transfer risk reserve 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 0 4.d
5. Trading assets 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 162 6.
7. Other real estate owned (from Schedule RC-M) 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding 2155 0 9.
10. Intangible assets (from Schedule RC-M) 2143 18,446 10.
11. Other assets (from Schedule RC-F) 2160 3,108 11.
12. Total assets (sum of items 1 through 11) 2170 114,480 12.
</TABLE>
_______________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
1
<PAGE>
<TABLE>
<S> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFEIC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-2
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
10
Schedule RC - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) RCON
RCON ----
---- 2200 0 13.a
(1) Noninterest-bearing (1) 6631 0 13.a.1
(2) Interest-bearing 6636 0 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities sold under agreements to repurchase 2800 0 14.
15. a. Demand notes issued to the U.S. Treasury 2840 0 15.a
b. Trading liabilities 3548 0 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less 2332 0 16.a
b. With a remaining maturity of more than one year through three years A547 0 16.b
c. With a remaining maturity of more than three years A548 0 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 0 18.
19. Subordinated notes and debentures (2) 3200 0 19.
20. Other liabilities (from Schedule RC-G) 2930 4,566 20.
21. Total liabilities (sum of items 13 through 20) 2948 4,566 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 100 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 109,468 25.
26. a. Undivided profits and capital reserves 3632 337 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 9 26.b
27. Cumulative foreign currency translation adjustments
28. Total equity capital (sum of items 23 through 27) 3210 109,914 28.
29. Total liabilities and equity capital (sum of items 21 and 28) 3300 114,480 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external auditors as of any date during 1997 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.
(2) Includes limited life preferred stock and related surplus.
2
<PAGE>
<TABLE>
<S> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFEIC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-3
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
11
Schedule RC-A - Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
C205
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
1. Cash items in process of collection, unposted debits, and currency and coin: ----
a. Cash items in process of collection and unposted debits 0020 0 1.a
b. Currency and coin 0080 0 1.b
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks 0083 0 2.a
b. Other commercial banks in the U.S. and other depository institutions in the U.S. 0085 87,979 2.b
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks 0073 0 3.a
b. Other banks in foreign countries and foreign central banks 0074 0 3.b
4. Balances due from Federal Reserve Banks 0090 0 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b) 0010 87,979 5.
<CAPTION>
Memorandum
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in ----
items 2.a and 2.b above) 0050 10,139 M.1
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFEIC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-4
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
12
Schedule RC-B - Securities
Exclude assets held for trading.
C210
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value (1)
-------------- -------------- -------------- --------------
RCON RCON RCON RCON
---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. U.S. Treasury securities 0211 0 0213 0 1286 1,501 1287 1,515 1.
2. U.S. Government agency obligations
(exclude mortgage-backed securities):
a. Issued by U.S. Government agencies (2) 1289 0 1290 0 1291 0 1293 0 2.a
b. Issued by U.S. Government-sponsored
agencies (3) 1294 0 1295 0 1297 0 1298 0 2.b
3. Securities issued by states and political
subdivisions in the U.S.:
a. General obligations 1676 0 1677 0 1678 0 1679 0 3.a
b. Revenue obligations 1681 0 1686 0 1690 0 1691 0 3.b
c. Industrial development and similar
obligations 1694 0 1695 0 1696 0 1697 0 3.c
4. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA 1698 0 1699 0 1701 0 1702 0 4a1
(2) Issued by FNMA and FHLMC 1703 0 1705 0 1706 0 1707 0 4a2
(3) Other pass-through securities 1709 0 1710 0 1711 0 1713 0 4a3
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 0 1717 0 4b1
(2) Collateralized by MBS issued or
guaranteed by FNMA, FHLMC, or GNMA 1718 0 1719 0 1731 0 1732 0 4b2
(3) All other mortgage-backed securities 1733 0 1734 0 1735 0 1736 0 4b3
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 0 1746 0 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 3,270 1753 3,270 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 0 1771 0 1772 4,771 1773 4,785 7.
</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.
4
<PAGE>
<TABLE>
<S> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFEIC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-5
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
13
Schedule RC-B - Continued
C212
Memoranda
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
1. Pledged securities (1) 0416 1,111 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 0 M.2.a.1
(2) Over three months through 12 months A550 1,515 M.2.a.2
(3) Over one year through three years A551 0 M.2.a.3
(4) Over three years through five years A552 0 M.2.a.4
(5) Over five years through 15 years A553 0 M.2.a.5
(6) Over 15 years A554 0 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 0 M.2.b.1
(2) Over three months through 12 months A556 0 M.2.b.2
(3) Over one year through three years A557 0 M.2.b.3
(4) Over three years through five years A558 0 M.2.b.4
(5) Over five years through 15 years A559 0 M.2.b.5
(6) Over 15 years A560 0 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 0 M.2.c.1
(2) Over three years A562 0 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 1,515 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 6, 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 6, 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 6, column C,
must equal Schedule RC-B, item 4.b, sum of columns A and D.
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-6
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
14
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.
C215
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
1. Loans secured by real estate: ----
a. Construction and land development 1415 0 1.a
b. Secured by farmland (including farm residential and other improvements) 1420 0 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.c1
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens 5367 0 1.c2a
(b) Secured by junior liens 5368 0 1.c2b
d. Secured by multifamily (5 or more) residential properties 1460 0 1.d
e. Secured by nonfarm nonresidential properties 1480 0 1.e
2. Loans to depository institutions:
a. To commercial banks in the U.S.:
(1) To U.S. branches and agencies of foreign banks 1506 0 2.a2
(2) To other commercial banks in the U.S. 1507 0 2.a2
b. To other depository institutions in the U.S. 1517 0 2.b
c. To banks in foreign countries:
(1) To foreign branches of other U.S. banks 1513 0 2.c1
(2) To other banks in foreign countries 1516 0 2.c2
3. Loans to finance agricultural production and other loans to farmers 1590 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1763 0 4.a
b. To non-U.S. addressees (domicile) 1764 0 4.b
5. Acceptances of other banks 1755 0 5.
6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans)
(includes purchased paper):
a. Credit cards and related plans (includes check credit and other revolving credit plans) 2008 0 6.a
b. Other (includes single payment, installment, and all student loans) 2011 0 6.b
7. Loans to foreign governments and official institutions (including foreign central banks) 2081 0 7.
8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. 2107 0 8.
9. Other Loans:
a. Loans for purchasing or carrying securities (secured and unsecured) 1545 0 9.a
b. All other loans (exclude consumer loans) 1564 0 9.b
10. Lease financing receivables (net of unearned income) 2165 0 10.
11. LESS: Any unearned income on loans reflected in items 1-9 above 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (must
equal Schedule RC, item 4.a) 2122 0 12.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-7
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
15
Schedule RC-C - Continued
Part I. Continued
Memoranda
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
1. Not applicable
2. Loans (1) 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. Real estate loans 1617 0 M.2.a
b. All other loans and all lease financing receivables (exclude loans to individuals for household,
family, and other personal expenditures) 8691 0 M.2.b
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 (reported in Schedule
RC-C, Part I, item 1.c.2a) with a remaining maturity or repricing frequency of: (2, 3)
(1) Three months or less A564 0 M.3.a1
(2) Over three months through 12 months A565 0 M.3.a2
(3) Over one year through three years A566 0 M.3.a3
(4) Over three years through five years A567 0 M.3.a4
(5) Over five years through 15 years A568 0 M.3.a5
(6) Over 15 years A569 0 M.3.a6
b. All loans and leases (reported in Schedule RC-C, Part I, items 1 through 10) excluding closed-end
loans secured by first liens on 1-4 family residential properties (reported in Schedule RC-C,
Part I, item 1.c.2a) with a remaining maturity or repricing frequency of (2, 4)
(1) Three months or less A570 0 M.3.b1
(2) Over three months through 12 months A571 0 M.3.b2
(3) Over one year through three years A572 0 M.3.b3
(4) Over three years through five years A573 0 M.3.b4
(5) Over five years through 15 years A574 0 M.3.b5
(6) Over 15 years A575 0 M.3.b6
c. Fixed rate AND floating rate loans and leases (reported in Schedule RC-C, Part I, items 1 through
10) with a REMAINING MATURITY of one year or less A247 0 M.3.c
d. Fixed rate AND floating rate loans secured by nonfarm nonresidential properties (reported in
Schedule RC-C, Part I, item 1.e) with a REMAINING MATURITY of over five years A577 0 M.3.d
e. Fixed rate AND floating rate commercial and industrial loans (reported in Schedule RC-C, Part I,
item 4) with a REMAINING MATURITY of over three years A578 0 M.3.e
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.b, page RC-6 (5) 2746 0 M.4
5. Loans and leases held for sale (included in Schedule RC-C, part I, page RC-6) 5369 0 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), page RC-6) 5370 0 M.6
</TABLE>
___________________
(1) See instructions for loan classifications used in Memorandum item 2.
(2) Report fixed rate loans and leases by remaining maturity and floating rate
loans by repricing frequency.
(3) 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 included in Schedule RC-N, Memorandum item 4.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).
(4) 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 5, column C, minus
nonaccrual closed-end loans secured by first liens on 1-4 family
residential properties included in Schedule RC-N, Memorandum item 4.c.(2),
column C, must equal total loans and leases from Schedule RC-C, Part I, sum
of items 1 through 10, minus 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).
(5) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, items 1.a through 1.e.
7
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-8
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
16
Schedule RC-E - Deposit Liabilities
C225
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
---Transaction Accounts --- --- Nontransaction Accounts---
(Column A) (Column B) (Column C)
Total trans- Memo: Total Total nontransaction
action accounts demand deposits accounts (including
(including total (included in MMDAs)
demand deposits) (column A)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits of: RCON RCON RCON
---- ---- ----
1. Individuals, partnerships and corporations 2201 0 2240 0 2346 0 1.
2. U.S. Government 2202 0 2280 0 2520 0 2.
3. States and political subdivisions in the U.S. 2203 0 2290 0 2530 0 3.
4. Commercial banks in the U.S. 2206 0 2310 0 2550 0 4.
5. Other depository institutions in the U.S. 2207 0 2312 0 2349 0 5.
6. Banks in foreign countries 2213 0 2320 0 2236 0 6.
7. Foreign governments and official institutions
(including foreign central banks) 2216 0 2300 0 2377 0 7.
8. Certified and official checks 2330 0 2330 0 8.
9. Total (sum of items 1 through 8) (sum of columns A and
C must equal Schedule RC, item 13.a) 2215 0 2210 0 2385 0 9.
</TABLE>
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Memoranda RCON
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 0 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.c1
(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.c2
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.d1
(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.d2
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
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 0 M.2.a1
(2) Other savings deposits (excludes MMDAs) 0352 0 M.2.a2
b. Total time deposits of less than $100,000 6648 0 M.2.b
c. Total time deposits of $100,000 or more 2604 0 M.2.c
3. All NOW accounts (included in column A above) 2398 0 M.3
4. Not applicable
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-9
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
17
Schedule RC-E - Continued
Memoranda (Continued)
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
5. Maturity and repricing data for deposits of less than $100,000:
a. Time deposits of less than $100,000 with a remaining maturity or repricing RCON
frequency of: (1, 2) ----
(1) Three months or less A579 0 M.5.a1
(2) Over three months through 12 months A580 0 M5.a2
(3) Over one year through three years A581 0 M.5.a3
(4) Over three years A582 0 M.5.a4
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 0 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 0 M.6.a1
(2) Over three months through 12 months A585 0 M6.a2
(3) Over one year through three years A586 0 M.6.a3
(4) Over three years A587 0 M.6.a4
b. Fixed rate AND floating rate time deposits of less than $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 0 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.
9
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-10
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
18
Schedule RC-F - Other Assets C230
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
1. Income earned, not collected on loans 2164 0 1.
2. Net deferred tax assets (1) 2148 1,257 2.
3. Interest only strips receivable (not in the form of a security) (2) on:
a. Mortgage loans A519 0 3.a
b. Other financial assets A520 0 3.b
4. Other (itemize and describe amounts that exceed 25% of this item) 2168 1,851 4.
TEXT RCON
---- ----
a. 3549: ACCRUED TRUST FEE RECEIVABLE 3549 595 4.a
b. 3550: ACCOUNTS RECEIVABLE 3550 754 4.b
c. 3551: 3551 N/A 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) 2160 3,108 5.
Memorandum
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------
1. Deferred tax assets disallowed for regulatory capital purposes 5610 434 M.1
</TABLE>
Schedule RC-G - Other Liabilities C235
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
1. a. Interest accrued and unpaid on deposits (3) 3645 0 1.a
b. Other expenses accrued and unpaid (include income taxes payable) 3646 2,745 1.b
2. Net deferred tax liabilities (1) 3049 0 2.
3. Minority interest in consolidated subsidiaries 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) 2938 1,821 4.
TEXT RCON
-------- ----
a. 3552: DEFERRED TRUST FEE INCOME 3552 1,752 4.a
b. 3553: 3553 N/A 4.b
c. 3554: 3554 N/A 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) 2930 4,566 5.
</TABLE>
_________________________
(1) See discussion of deferred income taxes in Glossary entry on "income
taxes."
(2) Report interest only strips receivables in the form of a security as
available-for-sale securities in Schedule RC, item 2.b, or as a trading
assets in Schedule RC, item 5 as appropriate.
(3) For savings banks, includes "dividends" accrued and unpaid on deposits.
10
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-11
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
19
Schedule RC-K - Quarterly Averages (1) C255
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS RCON
----
1. Interest-bearing balances due from depository institutions 3381 77,102 1.
2. U.S. Treasury securities and U.S. Government agency obligations (3) 3382 1,501 2.
3. Securities issued by states and political subdivisions in the U.S. (3) 3383 0 3.
4. a. Other debt securities (3) 3647 0 4.a
b. Equity securities (4) (includes investments in mutual funds and Federal
Reserve stock) 3648 3,258 4.b
5. Federal funds sold and securities purchased under agreements to resell 3365 0 5.
6. Total Loans (2):
a. Real estate loans 3286 0 6.a
b. Installment loans 3287 0 6.b
c. Credit cards and related plans 3288 0 6.c
d. Commercial (time and demand) and all other loans 3289 0 6.d
7. Trading assets 3401 0 7.
8. Lease financing receivables (net of unearned income) 3484 0 8.
9. Total assets (5) 3368 113,592 9.
LIABILITIES
10. Interest-bearing transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts) (exclude demand deposits) 3485 0 10.
11. Nontransaction accounts:
a. Money market deposit accounts (MMDAs) 3486 0 11.a
b. Other savings deposits 3487 0 11.b
c. Time deposits of $100,000 or more A514 0 11.c
d. Time deposits of less than $100,000 A529 0 11.d
12. Federal funds purchased and securities sold under agreements to
repurchase 3353 0 12.
13. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases 3355 0 13.
<CAPTION>
Memorandum Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. To be completed by banks with loans to finance agricultural production
and other loans to farmers (Schedule RC-C, part I, item 3) exceeding five
percent of total loans.
Agricultural loans (2) included in items 6.a through 6.d above 3379 0 M.1
</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) See instructions for loan classifications used in this schedule.
(3) Quarterly averages for all debt securities should be based on amortized
cost.
(4) Quarterly averages for all equity securities should be based on historical
cost.
(5) 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.
11
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-12
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
20
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.
C260
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Unused commitments: RCON
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 0 1.c.1
(2) Commitments to fund loans not secured by real estate 6550 0 1.c.2
d. Securities underwriting 3817 0 1.d
e. Other unused commitments 3818 0 1.e
2. Financial standby letters of credit RCON 3819 0 2.
a. Amount of financial standby letters of credit ----
conveyed to others 3820 0 2.a
3. Performance standby letters of credit RCON 3821 0 3.
a. Amount of performance standby letters of ----
credit conveyed to others 3822 0 3.a
4. Commercial and similar letters of credit 3411 0 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 purpose:
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 9c):
(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 0 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.
TEXT RCON
---- ----
a. 3555: 3555 N/A 12.a
b. 3556: 3556 0 12.b
c. 3557: 3557 N/A 12.c
d. 3558: 3558 N/A 12.d
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-13
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
21
Schedule RC-L - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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.
TEXT RCON
---- ----
a. 5592: 5592 N/A 13.a
b. 5593: 5593 N/A 13.b
c. 5594: 5594 N/A 13.c
d. 5595: 5595 N/A 13.d
</TABLE>
C261
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Interest Foreign Equity Commodity
Off-Balance Sheet Derivatives Position Rate Exchange Derivative And Other
Indicators Contracts Contracts Contracts Contracts
- ------------------------------------------------------------------------------------------------------------
RCON RCON RCON RCON
---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14. Gross amounts (e.g., notional
amounts)(for each column, sum of
item 14.a through 14.e must equal
sum of items 15, 16.a, and 16.b):
a. Futures contracts 8693 0 8694 0 8695 0 8696 0 14.a
b. Forward contracts 8697 0 8698 0 8699 0 8700 0 14.b
c. Exchange-traded option contracts:
(1) Written options 8701 0 8702 0 8703 0 8704 0 14.c1
(2) Purchased options 8705 0 8706 0 8707 0 8708 0 14.c2
d. Over-the-counter option contracts:
(1) Written options 8709 0 8710 0 8711 0 8712 0 14.d1
(2) Purchased options 8713 0 8714 0 8715 0 8716 0 14.d2
e. Swaps 3450 0 3826 0 8719 0 8720 0 14.e
15. Total gross notional amount of
derivative contracts held for trading: A126 0 A127 0 8723 0 8724 0 15.
16. Total gross notional amount of
derivative contracts held for purposes
other than trading:
a. Contracts marked to market 8725 0 8726 0 8727 0 8728 0 16.a
b. Contracts not marked to market 8729 0 8730 0 8731 0 8732 0 16.b
c. Interest rate swaps where the bank
has agreed to pay a fixed rate A589 0 16.c
17. Gross fair value of derivative contracts:
a. Contracts held for trading:
(1) Gross positive fair value 8733 0 8734 0 8735 0 8736 0 17.a1
(2) Gross negative fair value 8737 0 8738 0 8739 0 8740 0 17.a2
b. Contracts held for purposes other than
trading that are marked to market:
(1) Gross positive fair value 8741 0 8742 0 8743 0 8744 0 17.b1
(2) Gross negative fair value 8745 0 8746 0 8747 0 8748 0 17.b2
c. Contracts held for purposes other than
trading that are not marked to market:
(1) Gross positive fair value 8749 0 8750 0 8751 0 8752 0 17.c1
(2) Gross negative fair value 8753 0 8754 0 8755 0 8756 0 17.c2
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-14
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
22
Schedule RC-L - Continued
Memoranda
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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 0 M.3
RCON
a. Participations in commitments with an original ----
maturity exceeding one year conveyed to others 3834 0 M.3.a
</TABLE>
Schedule RC-M - Memoranda
C265
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers,
directors, principal shareholders, and their related interests as of the
report date: RCON
a. Aggregate amount of all extensions of credit to all executive officers, ----
directors, principal shareholders and their related interests 6164 0 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 RCON Number
lesser of $ 500,000 or 5 percent of total capital as ---- ------
defined for this purpose in agency regulations 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. Not applicable.
6. Intangible assets:
a. Mortgage servicing rights 3164 0 6.a
(1) Estimated fair value of mortgage servicing assets 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 18,261 6.b.2
c. Goodwill 3163 185 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 18,446 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.
14
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120 Page RC-15
Seattle, WA 98101 Vendor ID: D CERT: 33804
Transit Number: 91000020
</TABLE>
23
Schedule RC-M - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
8. a. Other real estate owned: RCON
----
(1) Direct and indirect investments in real estate ventures 5372 0 8.a.1
(2) All other real estate owned:
(a) Construction and land development 5508 0 8.a.2a
(b) Farmland 5509 0 8.a.2b
(c) 1-4 family residential properties 5510 0 8.a.2c
(d) Multifamily (5 or more) residential properties 5511 0 8.a.2d
(e) Nonfarm nonresidential properties 5512 0 8.a.2e
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) 2150 0 8.a.3
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures 5374 0 8.b.1
(2) All other investments in unconsolidated subsidiaries and associated companies 5375 0 8.b.2
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) 2130 0 8.b.3
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus" 3778 0 9.
10. Mutual fund and annuity sales during the quarter (include proprietary, private label,
and third party products):
a. Money market funds 6441 0 10.a
b. Equity securities funds 8427 0 10.b
c. Debt securities funds 8428 0 10.c
d. Other mutual funds 8429 0 10.d
e. Annuities 8430 0 10.e
f. Sales of proprietary mutual funds and annuities (included in items 10.a through
10.e above) 8784 0 10.f
11. Net unamortized realized deferred gains (losses) on off-balance sheet derivative A525 0 11.
contracts included in assets and liabilities reported in Schedule RC
12. Amount of assets netted against nondeposit liabilities on the balance sheet A526 0 12.
(Schedule RC) in accordance with generally accepted accounting principles (1)
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) A591 0 13.
<CAPTION>
Memorandum
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Reciprocal holdings of banking organizations' capital instruments (to be completed 3836 N/A M.1.
for the December report only)
</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
15
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120
Seattle, WA 98101 Vendor ID: D CERT: 33804 Page RC-16
Transit Number: 91000020
</TABLE>
24
Schedule RC-N - Past Due and Nonaccrual Loans (1), Leases, and Other Assets
The FFIEC regards the information reported in all of Memorandum item 1, in items
1 through 7, column A, and in Memorandum items 2 through 4, column A, as
confidential.
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C)
Past due 30 through 89 Past due 90 days or Nonaccrual
days and still accruing more and still accruing
----------------------- ----------------------- -------------------
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1. Real estate loans 1210 0 1211 0 1212 0 1.
2. Installment loans 1214 0 1215 0 1216 0 2.
3. Credit cards and related plans 1218 0 1219 0 1220 0 3.
4. Commercial (time and demand) and all other
loans 1222 0 1223 0 1224 0 4.
5. Lease financing receivables 1226 0 1227 0 1228 0 5.
6. Debt securities and other assets (exclude
other real estate owned and other repossessed
assets) 3505 0 3506 0 3507 0 6.
=============================================================================================================================
Amounts reported in items 1 through 5 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and
leases. Report in item 7 below certain guaranteed loans and leases that have already been included in the amounts reported in
items 1 through 5.
<CAPTION>
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
7. Loans and leases reported in items 1 through 5
above which are wholly or partially guaranteed
by the U.S. Government 5612 0 5613 0 5614 0 7.
a. Guaranteed portion of loans and leases 5615 0 5616 0 5617 0 7.a
included in item 7 above
<CAPTION>
Memoranda C273
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1. Restructured loans and leases included in
Schedule RC-N, items 1 through 5, above (and not
reported in Schedule RC-C, Memorandum item 2) 1658 0 1659 0 1661 0 M.1
2. To be completed by banks with loans to finance
agricultural production and other loans to
farmers (Schedule RC-C, part I, item 3) exceeding
five percent of total loans:
Agricultural loans included in Schedule RC-N,
items 1 through 4, above 1230 N/A 1231 N/A 1232 N/A M.2
3. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in Schedule
RC-N, items 2 through 4, above 5421 0 5422 0 5423 0 M.3
4. Real estate loans (sum of Memorandum items 4.a
through 4.e must equal Schedule RC-N, Item 1,
above):
a. Construction and land development 5424 0 5425 0 5426 0 M.4a
b. Secured by farmland 5427 0 5428 0 5429 0 M.4b
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 5430 0 5431 0 5432 0 M.4c1
(2) All other loans secured by 1-4 family
residential properties 5433 0 5434 0 5435 0 M.4c2
d. Secured by multifamily (5 or more)
residential properties 5436 0 5437 0 5438 0 M.4d
e. Secured by nonfarm nonresidential properties 5439 0 5440 0 5441 0 M.4e
</TABLE>
_______________
(1) See instructions for loan classifications used in this schedule.
16
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120
Seattle, WA 98101 Vendor ID: D CERT: 33804 Page RC-17
Transit Number: 91000020
</TABLE>
25
Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments
C275
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Unposted debits (see instructions): RCON
----
a. Actual amount of all unposted debits 0030 0 1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits 0031 N/A 1.b.1
(2) Actual amount of unposted debits to time and savings deposits (1) 0032 N/A 1.b.2
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits 3510 0 2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits 3512 N/A 2.b.1
(2) Actual amount of unposted credits to time and savings deposits (1) 3514 N/A 2.b.2
3. Uninvested trust funds (cash) held in bank's own trust department (not included in total
deposits) 3520 0 3.
4. Deposits of consolidated subsidiaries (not included in total deposits):
a. Demand deposits of consolidated subsidiaries 2211 0 4.a
b. Time and savings deposits (1) of consolidated subsidiaries 2351 0 4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5514 0 4.c
5. Not applicable.
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, Memorandum item 4.a) 2314 0 6.a
b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Memorandum
item 4.b) 2315 0 6.b
7. Unamortized premiums and discounts on time and savings deposits: (1,2)
a. Unamortized premiums 5516 0 7.a
b. Unamortized discounts 5517 0 7.b
8. The be completed by banks with "Oaker deposits."
a. Deposits purchased or acquired from other FDIC-insured institutions during the quarter:
(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 during the quarter 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.
- --------------------------------------------------------------------------------
C277
Person to whom questions about the Reports of Condition and Income should be
directed:
Janice Decker, Accountant III 651-205-2024
- --------------------------------------------------------------------------------
Name and Title (TEXT 8901) Tel: Area code/phone number/extension (TEXT 8902)
YES NO
Even though Call Reports must be filed electronically, send ---- --
my bank a sample set of paper Call Report forms for next 9117 NO
quarter:
651-205-3008
-------------------------------------------------
Fax: Area Code/phone number (TEXT 9116)
17
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120
Seattle, WA 98101 Vendor ID: D CERT: 33804 Page RC-18
Transit Number: 91000020
</TABLE>
26
Schedule RC-O - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
9. Deposits in lifeline accounts 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total deposits) 8432 0 10.
11. Adjustments to demand deposits 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 on the balance sheet (Schedule RC) in
accordance with generally accepted accounting principles (exclude amounts related to reciprocal
demand balances):
a. Amounts netted against demand deposits A527 0 12.a
b. Amounts netted against time and savings deposits A528 0 12.a
</TABLE>
<TABLE>
<CAPTION>
Memoranda
(To be completed each quarter except as noted) Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total deposits of the bank
(sum of Memorandum items 1.a.(1) and 1.b.(1) must equal Schedule RC, item 13.a): RCON
a. Deposit accounts of $100,000 or less: ----
(1) Amount of deposit accounts of $100,000 or less 2702 0 M.1.a1
(2) Number of deposit accounts of $100,000 or less RCON Number
(to be completed for the June report only) ---- ------
3779 N/A M.1.a2
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 2710 0 M.1.b1
(2) Number of deposit accounts of more than $100,000 RCON Number
---- ------
2722 0 M.1.b2
2. Estimated amount of uninsured deposits 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.
RCON YES NO
---- --- --
Indicate in the appropriate box at right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the
estimate described above 6861 N/A M.2.a
b. If the box marked YES has been checked, report the estimate of uninsured
deposits 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? FDIC Cert No
If so, report the legal title and FDIC Certificate Number of the parent bank or
parent savings association:
TEXTA545: A545 N/A M.3
</TABLE>
18
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120
Seattle, WA 98101 Vendor ID: D CERT: 33804 Page RC-19
Transit Number: 91000020
</TABLE>
27
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.
C280
<TABLE>
<S> <C> <C> <C> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To RCON YES NO
be completed only by banks with total assets of less than $1 billion. Indicate in ---- --- --
the appropriate box at the right whether the bank has total capital greater than 6056 X 1.
or equal to eight percent of adjusted total assets
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S.
Government agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the
allowance for loan and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see
instructions).
If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box
marked NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than
eight percent or that the bank is not in compliance with the risk-based capital guidelines.
</TABLE>
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: All banks are required to complete items 2 and 3 (Column A) (Column B)
below. See optional worksheet for items 3.a through 3.f. Subordinated Debt (1)
and Intermediate Term Other Limited-Life
Preferred Stock Capital Instruments
--------------------- -------------------
<S> <C> <C> <C>
2. Portion of qualifying limited-life capital instruments (original weighted average maturity of RCON
at least five years) that is includible in Tier 2 capital: ----
a. Subordinated debt (1) and intermediate term preferred stock A515 0 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 91,025 3.a.1
2. Tier 2 capital 8275 0 3.a.2
3. Not applicable
b. Total risk-based capital 3792 91,025 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 20,373 3.d.1
2. Not applicable
e. Maximum contractual dollar amount of recourse exposure in low level recourse transactions
(to be completed only if 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, less all assets
deducted from Tier 1 capital) (2) A224 94,703 3.f
</TABLE>
Items 4-9 and Memoranda items 1 and 2 are to be completed
by banks that answered NO to item 1 above and by banks
with total assets of $1 billion or more.
<TABLE>
<CAPTION>
-------------------------------------------------------
(Column A) (Column B)
Assets Recorded on the Credit Equivalent Amount
Balance Sheet of Off-Balance Sheet Items (3)
------------- ------------------------------
RCON RCON
---- ----
<S> <C> <C> <C> <C> <C>
4. Assets and credit equivalent amounts of off-balance sheet
items assigned to the Zero percent risk category:
a. Assets recorded on the balance sheet 5163 4,835 4.a
b. Credit equivalent amount of off-balance sheet items 3796 N/A 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.
19
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120
Seattle, WA 98101 Vendor ID: D CERT: 33804 Page RC-20
Transit Number: 91000020
</TABLE>
28
Schedule RC-R - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B)
Assets Recorded on the Credit Equivalent Amount
Balance Sheet of Off-Balance Sheet Items (1)
------------- ------------------------------
RCON RCON
-------- --------
<S> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet
items assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet 5165 87,979 5.a
b. Credit equivalent amount of off-balance sheet items 3801 N/A 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 N/A 6.a
b. Credit equivalent amount of off-balance sheet items 3803 N/A 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 2,777 7.a
b. Credit equivalent amount of off-balance sheet items 3805 N/A 7.b
8. On-balance sheet asset values excluded from and deducted in 3806 18,889 8.
the calculation of the risk-based capital ratio (2)
9. Total assets recorded on the balance sheet (sum of items 3807 114,480 9.
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)
</TABLE>
Memoranda
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
1. Current credit exposure across all off-balance sheet derivative contracts covered by the ----
risk-based capital standards 8764 N/A M.1.
</TABLE>
<TABLE>
<CAPTION>
With a remaining maturity of
(Column A) (Column B) (Column C)
Over one year
One year or less through five years Over five years
---------------- ------------------ ---------------
2. Notional principal amounts of off-balance RCON RCON RCON
sheet derivative contracts: (3) -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
a. Interest rate contracts 3809 N/A 8766 N/A 8767 N/A M.2a
b. Foreign exchange contracts 3812 N/A 8769 N/A 8770 N/A M.2b
c. Gold contracts 8771 N/A 8772 N/A 8773 N/A M.2c
d. Other precious metals contracts 8774 N/A 8775 N/A 8776 N/A M.2d
e. Other commodity contracts 8777 N/A 8778 N/A 8779 N/A M.2e
f. Equity derivative contracts A000 N/A A001 N/A A002 N/A M.2f
</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 securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes on-
balance sheet asset values (or portions thereof) of off-balance sheet
interest rate, foreign exchange rate, and commodity contracts and those
contracts (e.g. future 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.
20
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120
Seattle, WA 98101 Vendor ID: D CERT: 33804 Page RC-21
Transit Number: 91000020
</TABLE>
Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on September 30, 1998
U.S. Bank Trust National Association Seattle WA
- --------------------------------------- ------------------ -----------------
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
column A and in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."
The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement must
not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.
All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.
If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.
The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.
- --------------------------------------- --------------------------------------
C271 C272
No comment: X (RCON 6979)
BANK MANAGEMENT STATEMENT (please type or print clearly) (TEXT 6980):
______________________________________
Signature of Executive Officer of Bank
______________________________________
Date of Signature
21
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 09/30/1998 ST-BK: 53-0836 FFIEC 033
Two Union Sq, 601 Union St, Ste 2120
Seattle, WA 98101 Vendor ID: D CERT: 33804 Page RC-22
Transit Number: 91000020
</TABLE>
30
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- --------------------------------------------------------------------------------
OMB No. For OCC: 1557-0081
OMB No. For FDIC: 3064-0052
OMB No. For Federal Reserve: 7100-0036
Expiration Date: 03/31/2001
SPECIAL REPORT
(Dollar Amounts in Thousands)
CLOSE OF BUSINESS DATE: FDIC Certificate Number:
September 30, 1998 33804 C700
- --------------------------------------------------------------------------------
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 its 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) 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.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
RCON
----
<S> <C> <C> <C>
a. Number of Loans made to executive officers since the previous Call Report date 3561 NONE a.
b. Total dollar amount of above loans (in thousands of dollars) 3562 0 b.
c. Range of interest charged on above loans (example: 9-3/4% = 9.75%) 7701/7702. 0.00% to 0.00% c.
</TABLE>
- --------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO DATE (Month, Day, Year):
SIGN REPORT:
/s/ Signed, Vice President 10/24/98
- --------------------------------------------------------------------------------
FDIC 8040/53 (3-98)
22
