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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
SLM INTERNATIONAL, INC.
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(Name of applicant)
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
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(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE
TO BE QUALIFIED:
TITLE OF CLASS AMOUNT
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14% Senior Secured Notes due April 1, 2004 $ 29,000,000(*)
Approximate date of proposed public offering: As soon as practicable after this
application for qualification becomes effective.
Name and address of agent for service: With a copy to:
D. Bruce Randall, Esq. David W. Pollak, Esq.
SLM International, Inc. Morgan, Lewis & Bockius LLP
c/o Maska U.S., Inc. 101 Park Avenue
9 Vose Farm Road New York, NY 10178
Peterborough, NH 03458
The obligor hereby amends this application for qualification on such
date or dates as may be necessary to delay its effectiveness until (i) the 20th
day after the filing of an amendment which specifically states that it shall
supersede this application, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
obligor.
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(*) The amount to be qualified shall include the initial $29,000,000 in
principal amount to be issued, along with additional amounts of 14% Senior
Secured Notes due April 1, 2004 issued as interest payments. Under the
Indenture to be qualified, the first interest payment and (subject to
certain restrictions) up to 4% per annum of interest thereafter may be
payable by the issuance of additional Senior Notes.
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<PAGE>
GENERAL
1. General Information
(a) The applicant, SLM International, Inc. ("SLM"), is a corporation.
(b) SLM was organized under the laws of the State of Delaware.
2. Securities Act Exemption Applicable
In connection with various transactions (the "Transactions")
contemplated by the First Amended Joint Chapter 11 Plan (as Modified) of SLM and
its Subsidiaries (the "Reorganization Plan"), certain creditors (the "Lenders")
holding claims against SLM and its subsidiaries will receive the following
consideration on account of their claims : (i) Available Cash (as defined in the
Reorganization Plan); (ii) 14% Senior Secured Notes due April 1, 2004 (the
"Senior Secured Notes") to be issued by SLM under the Indenture to be qualified
hereby in the amount of $73,973,000 less Available Cash; and (iii) 2,470,000
shares of Common Stock, par value $.01 per share (the "Common Stock") of SLM
that will be issued under the Reorganization Plan. The Lenders have agreed to
sell such shares of Common Stock to Wellspring Associates L.L.C. ("Wellspring")
on a "when issued" basis. The terms of the above exchange are contained in the
Reorganization Plan. No Senior Secured Notes will be issued before the effective
date of this application for qualification.
Since the Senior Secured Notes are being offered in exchange for claims
against SLM and its subsidiaries, the issuance of the Senior Secured Notes to
the Lenders is exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to section 1145 of the Bankruptcy Code,
11 U.S.C. ss. 1145. No Lender has purchased a claim against SLM with the purpose
of distributing the Senior Secured Notes to be received in exchange for such
claim. No Lender has offered to sell the Senior Secured Notes that will be
received by other Lenders. No Lender has offered to buy the Senior Secured Notes
with a view to distribution of such securities or under an agreement made in
connection with the Reorganization Plan, with the consummation of the
Reorganization Plan or with the offer or sale of such securities under the
Reorganization Plan.
2
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AFFILIATIONS
3. Affiliates
For purposes of this Application, the directors and executive officers
of SLM named in response to Item 4 hereof may be deemed affiliates of SLM by
virtue of the positions held by such persons with SLM.
The following table sets forth the other affiliates of SLM as of March
1, 1997:
Company % Ownership by SLM
------- ------------------
Maska U.S., Inc. 100%
9 Vose Farm Road
Peterborough, NH 03458
#1 Apparel, Inc. 100%
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
SLM Trademark Acquisition Corp. 100%
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
Sport Maska Inc. 100%
7405 Trans Canada Highway, Suite 300
St. Laurent, Quebec H4T 1Z2
#1 Apparel Canada Inc. 100%
375 Sligo Road
Mount Forest, Ontario N0G 2L0
St-Lawrence Manufacturing Canada Inc. 100%
7405 Trans Canada Highway, Suite 300
St. Laurent, Quebec H4T 1Z2
Mitchel and King Skates Ltd. 100%
818/819 Leigh Road
Slough
Berkshire, England SL1 45A
SLM Trademark Acquisition Canada Corporation 100%(1)
7405 Trans Canada Highway, Suite 300
St. Laurent, Quebec H4T 1Z2
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(1) 100% owned by SLM Trademark Acquisition Corp.
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Company % Ownership by SLM
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Sport Maska Europe S.A.R.L. 100%(2)
257 Avenue George Clemenceau
92000 Nanterre
France
CCM Holdings (1983) Inc. 50%(3)
9095 25th Avenue
St. Georges, Beauce
Quebec G5Y SC8
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(2) 100% owned by Sport Maska Inc.
(3) 50% owned by SLM Trademark Acquisition Canada Corporation.
MANAGEMENT AND CONTROL
4. Directors and Executive Officers
The following table lists the names of all directors and executive
officers of SLM, and all offices held with SLM by each such person, upon the
consummation of the Transactions:
Name Office
Gerald B. Wasserman Chief Executive Officer, President and
SLM International, Inc. Director
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
Russell J. David Vice President - Finance
SLM International, Inc.
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
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<PAGE>
Gordon Halliday Vice President - Operations
SLM International, Inc.
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
D. Bruce Randall Secretary
SLM International, Inc.
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
James Pendergast Director
The Equitable Life Assurance
Society of the U.S.
c/o Alliance Capital
1345 Avenue of the Americas
New York, NY 10105
Paul Chute Director
Phoenix Home Life Mutual
Insurance Company
1 American Row
Hartford, CT 06115
Douglas W. Rotatori Director
Wellspring Associates L.L.C.
620 Fifth Avenue
New York, NY 10020
Martin Davis Director
Wellspring Associates L.L.C.
620 Fifth Avenue
New York, NY 10020
5. Principal Owners of Voting Securities
Upon the consummation of the Transactions, no person will be known to
SLM to own
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beneficially more than 10% of the Common Stock of SLM except as set forth below.
The following table shows upon consummation of the Transactions the
Common Stock to be beneficially owned directly by Wellspring, Gerald B.
Wasserman and The Equitable Life Assurance Society of the U.S.:
<TABLE>
<CAPTION>
Title of Amount of Percent
Name Class Owned Beneficial Ownership of Class (1)
---- ----------- ---------------------- ------------
<S> <C> <C> <C>
Wellspring Common 3,326,586 shares (2)(3) 51.2%
Associates L.L.C.
620 Fifth Avenue
New York, NY 10020
Gerald B. Wasserman Common 722,222 shares (4) 10% (4)
SLM International, Inc.
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
The Equitable Life Assurance Common 1,057,805 shares 16.3%
Society of the U.S.
c/o Alliance Capital
1345 Avenue of the Americas
New York, NY 10105
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(1) The percentage of Common Stock will vary depending on the resolution of
certain claims against SLM and its subsidiaries. The percentages shown
are based upon those provided in the First Amended Disclosure Statement,
dated November 12, 1996, issued in connection with the Reorganization
Plan.
(2) Includes 2,470,000 shares of Common Stock that the Lenders have sold to
Wellspring on a "when-issued" basis. The Lenders will receive these
shares of Common Stock as part consideration for their claims against
SLM and its subsidiaries.
(3) Includes 856,586 shares of Common Stock (representing 13.2% of the
outstanding shares of Common Stock) that Wellspring has offered to
purchase pursuant to a cash option offered to certain unsecured
creditors of SLM and its subsidiaries.
</TABLE>
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(4) Pursuant to his employment agreement with SLM, Mr. Wasserman has been
granted options to acquire 722,222 shares of Common Stock. Assuming no
issuance of additional shares of Common Stock, Mr. Wasserman's exercise
of his stock options will give him 10% of the outstanding Common Stock.
UNDERWRITERS
6. Underwriters
(a) In the three years prior to the filing of this application, no
person acted as an underwriter for any securities of SLM.
(b) There is no underwriter for the Senior Secured Notes.
CAPITAL SECURITIES
7. Capitalization
(a) Outstanding.
Capital Stock
Upon the consummation of the Transactions, SLM's capitalization will be
as follows:
Number of Shares
-------------------------------------------------------
Authorized by Authorized for
Charter Issuance Outstanding
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Common Stock,
$.01 Par Value 15,000,000 6,500,000 6,500,000
DEBT SECURITIES
Upon the consummation of the Transactions, the only debt securities of
SLM will be the Senior Secured Notes.
In connection with the Reorganization Plan, in addition to the 6,500,000
shares of Common Stock issued under the Reorganization Plan and the shares of
Common Stock that Mr. Wasserman can acquire by exercising the stock options
granted to him, additional shares of Common Stock are potentially issuable by
SLM to holders of shares of SLM Common Stock
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prior to SLM's reorganization (including, shares to be issued pursuant to a
securities litigation settlement) who will receive warrants to acquire 300,000
shares of Common Stock.
(b) Each share of Common Stock entitles the holder thereof to one
vote. Cumulative voting for the election of directors is not authorized.
INDENTURE SECURITIES
8. Analysis of Indenture Provisions
The Senior Secured Notes will be issued under an Indenture (the
"Indenture") between SLM and The Bank of New York, as Trustee (the "Trustee").
The following is a general description of certain provisions of the Indenture to
be qualified, and the description is qualified in its entirety by reference to
the form of the Indenture to be qualified, filed as an exhibit hereto. Terms
used herein without definition have the same meanings as in the Indenture.
(a) Events of Default; Withholding of Notices.
The Indenture provides that if an Event of Default shall have occurred
and be continuing, either the Trustee, by notice to SLM, or the holders of at
least 51% in principal amount of the Senior Secured Notes then outstanding (the
"Requisite Holders"), by notice to SLM, may declare the principal of and accrued
interest on all such Senior Secured Notes to be due and payable immediately;
provided, however, that if any and all defaults (other than the nonpayment of
principal of and interest on Senior Secured Notes which shall have become due
solely by acceleration) shall have been remedied, the Requisite Holders may
rescind such declaration of default and annul its consequences. (Section 502).
The Indenture provides that no holder of Senior Secured Notes, as such,
may institute any action against SLM under the Indenture (except actions for
payment of overdue principal or interest on the Senior Secured Notes) unless (i)
such holder has given written notice to the Trustee of a continuing Event of
Default, (ii) the Requisite Holders have made written request to the Trustee to
institute such action in respect of such Event of Default, (iii) such holder has
offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request, (iv) the Trustee
shall not have instituted such action within 15 days of such notice, request and
offer of indemnity and (v) no direction inconsistent with such written request
has been given to the Trustee during such 15-day period by the Requisite
Holders. (Section 507).
Events of Default are defined in the Indenture as being in default for 3
days in payment of any interest installment or failure to make payment when due
of the principal of the Senior Secured Notes; the failure to perform or observe
any other covenant, obligation or agreement in the Indenture or any Collateral
Documents (subject to grace periods in certain circumstances);
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the failure of SLM or any subsidiary to pay when due or any default in the
payment of any principal or interest on other indebtedness in the principal
amount of $100,000 or more or any breach or default with respect to any other
indebtedness in the principal amount of $100,000 or more, if such breach or
default is not waived within 5 days after the occurrence thereof; any money
judgment, writ or warrant of attachment in an amount in excess of $100,000 not
adequately covered by insurance being entered or filed against SLM, any
subsidiary or any of their respective assets; any order, judgment or decree
entered against SLM or any subsidiary decreeing the dissolution or split-up of
SLM or its subsidiary; certain events relating to the termination of any pension
plan maintained by SLM or certain affiliates; the withdrawal of SLM or certain
affiliates under an ERISA multiemployer plan; the revocation of the Indenture or
Senior Secured Notes by SLM or any Guaranty by a Guarantor; the material
restriction of the protection or security afforded the Trustee by SLM and the
Guarantors; SLM contesting the validity of, or its obligations under, the
Indenture, the Senior Secured Notes or the Collateral Documents; any Guarantor
contesting the validity of, or its obligations under, its Guaranty or the
Collateral Documents and certain events of bankruptcy, insolvency and
reorganization. (Section 501).
The Indenture provides that the Trustee shall, within five Business Days
after the occurrence of an Event of Default, give to the holders of the Senior
Secured Notes notice of such default. (Section 602).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default, to use the same degree of care and skill in
its exercise, as a prudent man would exercise or use, to be indemnified by SLM
against any loss or liability incurred without negligence or bad faith.
(Sections 601 and 607).
(b) Authentication and Delivery of Senior
Secured Notes; Application of Proceeds.
The Senior Secured Notes shall be executed on behalf of SLM by an
Authorized Officer. Signatures of officers of SLM may be manual or by facsimile.
A Senior Secured Note shall not be valid until authenticated by a manual
signature of an Authorized Officer. (Section 303).
The Senior Secured Notes along with cash payments are being offered in
exchange for the Lender's claims against SLM and its subsidiaries. No cash
proceeds will be received by SLM in connection with the exchange.
(c) Release or Substitution of Property.
Collateral may be released from the lien and security interest created
by the Collateral Documents to the Indenture: (i) upon payment in full of the
Senior Secured Notes and all other related obligations of SLM and the
Guarantors; (ii) upon the sale or other disposition of collateral constituting
an Asset Sale if such sale or other disposition is not prohibited under the
Indenture
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and if the Net Cash Proceeds of Asset Sale are applied in accordance with this
Indenture; (iii) upon the sale or other disposition of such collateral not
constituting an Asset Sale pursuant to the terms of the Indenture; (iv) upon the
substitution or replacement of such collateral with new collateral, provided
that SLM grants to the Trustee a security interest and lien in such new
collateral and executes all Collateral Documents necessary to perfect such
security interest and lien; and (v) to the extent a lien is granted on such
collateral and the Purchase Money Indebtedness secured thereby constitutes not
less than 75% of the purchase price of the property subject to such lien. Upon
compliance with the required provisions of the Indenture, the Trustee shall
execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release provided by or on behalf of SLM to evidence
the release of any collateral permitted to be released pursuant to the Indenture
or the Collateral Documents. (Section 1103).
Except as otherwise provided in the Intercreditor Agreement, at any time
when a Potential Event of Default or Event of Default shall have occurred and be
continuing and the maturity of the Senior Secured Notes shall have been
accelerated (whether by declaration or otherwise) and the Trustee shall have
delivered a notice of acceleration to SLM, no release of collateral pursuant
hereto shall be effective as against the Trustee or the Holders. (Section 1103).
(d) Satisfaction and Discharge of the Senior Secured Notes.
All Senior Secured Notes surrendered for payment, redemption,
registration of transfer or exchange shall be delivered to the Trustee and shall
be promptly canceled by it. SLM may deliver to the Trustee for cancellation any
Senior Secured Notes previously authenticated and delivered which the Company
may have acquired and all Senior Secured Notes so delivered shall be promptly
canceled by the Trustee. No Senior Secured Notes shall be authenticated in lieu
of or in exchange for any Senior Secured Notes canceled, except as expressly
permitted by the Indenture. (Section 308).
(e) Statement as to Compliance.
Upon any request or application by SLM to the Trustee to take any action
under the Indenture, SLM shall if so requested furnish to the Trustee:
(1) a Compliance Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in the Indenture
relating to the proposed action have been complied with; and
(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with.
(Section 102).
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9. Other Obligors
In addition to SLM, the following companies will be obligors on the
Senior Secured Notes:
Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
#1 Apparel, Inc.
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
SLM Trademark Acquisition Corp.
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
Sport Maska Inc.
7405 Trans Canada Highway, Suite 300
St. Laurent, Quebec H4T 1Z2
#1 Apparel Canada Inc.
375 Sligo Road
Mount Forest, Ontario N0G 2L0
St-Lawrence Manufacturing Canada Inc.
7405 Trans Canada Highway, Suite 300
St. Laurent, Quebec H4T 1Z2
SLM Trademark Acquisition Canada Corporation
7405 Trans Canada Highway, Suite 300
St. Laurent, Quebec H4T 1Z2
Contents of Application for Qualification.
This application for qualification comprises:
(a) Pages numbered 1 through 12, consecutively.
(b) A statement of eligibility and qualification of the Trustee on
Form T-1 filed as an exhibit hereto.
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(c) The following exhibits in addition to those to be filed as part of
the statement of eligibility and qualification of the Trustee:
*T3A Amended and Restated Certificate of Amendment of SLM
International, Inc., effective upon the consummation of
the Transactions.
*T3B Amended and Restated By-laws of SLM International, Inc.,
effective upon the consummation of the Transactions.
*T3C Indenture, dated as of March __, 1997, to be entered into
between SLM International, Inc. and The Bank of New York,
as Trustee, relating to the Senior Secured Notes.
*T3F Cross-reference sheet (included as part of Exhibit T3C).
+T3G Form T-1 of The Bank of New York.
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+ Filed herewith.
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, SLM International, Inc., a corporation organized and existing under
the laws of the State of Delaware, has duly caused this Amendment No. 1 to Form
T-3 to be signed on its behalf by the undersigned, thereunto duly authorized,
and its seal to be hereunto affixed and attested, all in the City of St.
Laurent, and the Province of Quebec, Canada, on the 10th day of March, 1997.
SLM INTERNATIONAL, INC.
By: /s/ Russell J. David
------------------------
Name: Russell J. David
Title: Vice President - Finance
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EXHIBIT INDEX
Document Page Number
*T3A Amended and Restated Certificate of Incorporation of SLM
International, Inc., effective upon the consummation of the
Transactions.
*T3B Amended and Restated By-laws of SLM International, Inc.,
effective upon the consummation of the Transactions.
*T3C Indenture, dated as of March __, 1997, to be entered into
between SLM International, Inc. and The Bank of New York, as
Trustee, relating to the Senior Secured Notes.
*T3F Cross-reference sheet (included as part of Exhibit T3C).
+T3G Form T-1 of The Bank of New York.
------------------
+ Filed herewith.
* Previously filed.
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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) |__|
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THE BANK OF NEW YORK
--------------------------------------------------
(Exact name of trustee as specified in its charter)
NEW YORK 13-5160382
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(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
- --------------------------------------- ----------
(Address of principal executive offices) (Zip code)
----------------
SLM INTERNATIONAL, INC.
---------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 13-3632297
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SLM International, Inc.
c/o Maska U.S., Inc.
9 Vose Farm Road
Peterborough, NH 03458
--------------------------------------- --------
(Address of principal executive offices) (Zip code)
----------------
14% Senior Secured Notes due April 1, 2004
-------------------------------------------
(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.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York, N.Y.
New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24 OF THE
COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed
with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
filed with Registration Statement No. 33-21672 and Exhibit 1 to Form
T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 7th day of March, 1997.
THE BANK OF NEW YORK
By: /s/ WALTER N. GITLIN
----------------------------
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
-3-
<PAGE>
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1996, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
- ------- ---------------
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .............................. $ 4,404,522
Interest-bearing balances ....................... 732,833
Securities:
Held-to-maturity securities ..................... 789,964
Available-for-sale securities ................... 2,005,509
Federal funds sold in domestic offices
of the bank:
Federal funds sold ................................ 3,364,838
Loans and lease financing receivables:
Loans and leases, net of unearned
income ............................. 28,728,602
LESS: Allowance for loan and
lease losses ....................... 584,525
LESS: Allocated transfer risk
reserve ............................ 429
Loans and leases, net of unearned
income, allowance, and reserve 28,143,648
Assets held in trading accounts ...... 1,004,242
Premises and fixed assets (including
capitalized leases) .............................. 605,668
Other real estate owned ........................... 41,238
Investments in unconsolidated
subsidiaries and associated companies ............ 205,031
Customers' liability to this bank on
acceptances outstanding .......................... 949,154
Intangible assets ................................. 490,524
Other assets ...................................... 1,305,839
-----------
Total assets ...................................... $44,043,010
===========
LIABILITIES
Deposits:
In domestic offices .............................. $20,441,318
Noninterest-bearing .................. 8,158,472
Interest-bearing ..................... 12,282,846
In foreign offices, Edge and Agreement
subsidiaries, and IBFs .......................... 11,710,903
Noninterest-bearing .................. 46,182
Interest-bearing ..................... 11,664,721
Federal funds purchased in domestic offices of the
bank:
Federal funds purchased .......................... 1,565,288
Demand notes issued to the U.S. Treasury .......... 293,186
Trading liabilities ............................... 826,856
Other borrowed money:
With original maturity of one year or less ....... 2,103,443
With original maturity of more than one year ..... 20,766
Bank's liability on acceptances executed and
outstanding ...................................... 951,116
Subordinated notes and debentures ................. 1,020,400
Other liabilities ................................. 1,522,884
-----------
Total liabilities ................................. 40,456,160
-----------
EQUITY CAPITAL
Common stock ...................................... 942,284
Surplus ........................................... 525,666
Undivided profits and capital reserves ............ 2,129,376
Net unrealized holding gains (losses) on
available-for-sale securities .................... (2,073)
Cumulative foreign currency translation
adjustments ...................................... (8,403)
-----------
Total equity capital .............................. 3,586,850
-----------
Total liabilities and equity capital .............. $44,043,010
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
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