<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1998
REGISTRATION NO. 333-66153
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
UNION BANKSHARES, LTD. UNION BANKSHARES CAPITAL TRUST I
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
DELAWARE DELAWARE
(State or jurisdiction of incorporation or organization) (State or jurisdiction of incorporation or organization)
84-0986148 APPLIED FOR
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1825 LAWRENCE STREET, SUITE 444 1825 LAWRENCE STREET, SUITE 444
DENVER, COLORADO 80202 DENVER, COLORADO 80202
(303) 298-5352 (303) 298-5352
(Address and telephone number of principal executive (Address and telephone number of principal executive
offices) offices)
</TABLE>
<TABLE>
<S> <C> <C>
Copies to:
CHARLES R. HARRISON RONALD R. LEVINE, II, ESQ. ROBERT J. AHRENHOLZ, ESQ.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER DAVIS, GRAHAM & STUBBS LLP KUTAK ROCK
1825 LAWRENCE STREET, SUITE 444 370 SEVENTEENTH STREET, SUITE 4700 717 SEVENTEENTH STREET, SUITE 2900
DENVER, COLORADO 80202 DENVER, COLORADO 80202 DENVER, COLORADO 80202
(303) 298-5352 (303) 892-9400 (303) 297-2400
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, check
the following box. [ ]
If the registrant elects to deliver its latest annual report to securityholders,
or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this
Form, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, 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, check
the following box. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 3,228
NASD fee.................................................... 1,600
NASDAQ listing fees......................................... 35,000
Trustees' fees and expenses................................. 25,000
Legal fees and expenses..................................... 200,000
Blue Sky fees and expenses.................................. --
Accounting fees and expenses................................ 75,000
Printing expenses........................................... 150,000
Miscellaneous expenses...................................... 10,172
--------
Total............................................. $500,000
</TABLE>
All of the above items except the registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law (the "DGCL") allows a
corporation to eliminate the personal liability of a director of a corporation
to the corporation or to any of its stockholders for monetary damage for a
breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. Article 10 of the company's
Certificate of Incorporation eliminates directors' personal liability in
accordance with such Section 102 of the DGCL.
Section 145 of the Delaware Law authorizes corporations to indemnify directors,
officers and other employees against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement reasonably incurred in
connection with civil, criminal, administrative, or investigative actions, suits
or proceedings to which such persons are parties or threatened to be made a
party by reason of their corporate position (other than actions by or in the
right of the corporation to procure a judgment in its favor -- so called
"derivative suits") if such persons acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. With respect to
derivative suits, Section 145 prescribes a similar standard of care but limits
the available indemnification to expenses (including attorneys' fees) reasonably
incurred in connection with the defense or settlement of such action or suit and
further provides that if the derivative suit results in a judgment that the
person seeking indemnification is liable to the corporation, no such
indemnification is to be made without court approval. Section 145(f) of the DGCL
also specifically permits corporations to provide their officers, directors,
employees and agents with indemnification and advancement of expenses in
addition to those specifically required and/or permitted to be provided pursuant
to other provisions of such Section 145.
II-1
<PAGE> 3
Article 11 of the company's Certificate of Incorporation and Article VI of the
company's Bylaws provides indemnification in accordance with Section 145 of the
DGCL. Under the provisions of Article VI of the company's Bylaws, each person
who was or is made a party to, or is threatened to be made a party to or is
involved in, any action, suit or other legal proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the company, or is or was performing
services at the company's request for another entity, including service with
respect to employee benefit plans, shall be indemnified to the full extent
permitted by the DGCL as in effect or as it may be amended, against all costs,
liabilities and losses (including attorney's fees) actually and reasonably
incurred by such person in connection with such proceeding. In addition, Article
VI of the Bylaws authorizes the company to provide other permissible
indemnification. Finally, Article VI provides that the company may (and it does)
maintain insurance to protect such persons against any expense or liability,
even if the company would not have the power itself to indemnify such person
against such liability or expense under the DGCL.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1.1 -- Form of Underwriting Agreement(9)
3.1 -- Certificate of Incorporation of Union Bankshares, Ltd.(3)
3.2 -- Certificate of Amendment to Certificate of Incorporation
of Union Bankshares, Ltd.(9)
3.3 -- Bylaws of Union Bankshares. Ltd.(3)
4.1 -- Form of Subordinated Indenture dated to be entered into
between the Registrant and American Securities Transfer &
Trust, Inc., as Indenture Trustee(9)
4.2 -- Form of Junior Subordinated Debenture (included as an
exhibit to Exhibit 4.1)
4.3 -- Certificate of Trust of Union Bankshares Capital Trust
I(9)
4.4 -- Trust Agreement of Union Bankshares Capital Trust I dated
as of October 14, 1998(9)
4.5 -- Form of Amended and Restated Trust Agreement of Union
Bankshares Capital Trust I(9)
4.6 -- Form of Preferred Security Certificate of Union
Bankshares Capital Trust I (included as an exhibit to
Exhibit 4.5)
4.7 -- Form of Preferred Securities Guarantee Agreement(9)
4.8 -- Form of Agreement as to Expenses and Liabilities(9)
5.1 -- Opinion and Consent of Davis, Graham & Stubbs LLP(9)
5.2 -- Opinion and Consent of Richards, Layton & Finger P.A.(9)
8.1 -- Opinion of Davis, Graham & Stubbs LLP, as to certain
federal income tax matters(9)
10.1 -- Certificate of Incorporation of Union Bank & Trust
Company(3)
10.2 -- Bylaws of Union Bank & Trust Company(3)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.3 -- Lease Agreement, dated July 1, 1994, between Lichtenberg
Corporation of Delaware and the Bank(5)
10.4 -- Form of Employment Agreement(3)
10.5 -- Equity Incentive Plan(3)
10.6 -- Nonemployee Directors' Stock Option Plan(3)
10.7 -- Agreement between Union Bank & Trust and Colorado Bankers
Mortgage, Inc.(3)
10.8 -- Nonemployee Directors Equity Compensation Plan(4)
10.9 -- Amended Shareholders' Agreement(4)
10.10 -- Agreement between Union Bank & Trust and Colorado
National Bank(5)
10.11 -- Loan Agreement between Union Bankshares, Ltd., Union Bank
& Trust and Boatmen's First National Bank of Kansas
City(6)
10.12 -- Line of Credit Agreement between Union Bankshares, Ltd.,
Union Bank & Trust and Boatmen's First National Bank of
Kansas City(7)
10.13 -- Option Bonus Plan(7)
10.14 -- Agreement and Plan of Merger, dated August 27, 1998,
among Union Bank and Trust Company, LSB Acquisition Corp.
and Lakewood State Bank(8)
11.1 -- Statement re Computation of per share earnings -- see
Consolidated Financial Statements
23.1 -- Consent of Baird, Kurtz & Dobson(9)
23.2 -- Consent of McGladrey & Pullen, LLP(9)
23.3 -- Consent of Fortner, Bayens, Levkulich and Co., P.C.(9)
23.4 -- Consent of Davis, Graham & Stubbs LLP (included in
Exhibit 5.1 above)(9)
23.5 -- Consent of Richards, Layton & Finger P.A. (included in
Exhibit 5.2 above)(9)
24.1 -- Power of attorney(9)
25.1 -- Form T-1 Statement of Eligibility of American Securities
Transfer & Trust, Inc. to act as trustee under the
Subordinated Indenture(2)
25.2 -- Form T-1 Statement of Eligibility of American Securities
Transfer & Trust, Inc. to act as trustee under the
Amended and Restated Trust Agreement(2)
25.3 -- Form T-1 Statement of Eligibility of American Securities
Transfer & Trust, Inc. to act as trustee under the
Preferred Securities Guarantee Agreement(2)
</TABLE>
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(1) To be filed by amendment.
(2) Filed herewith.
II-3
<PAGE> 5
(3) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Reg. No. 33-56736) filed with the Commission on January 6, 1993, as
amended.
(4) Incorporated by reference to the Company's Form 10-KSB filed with the
Commission on March 31, 1994.
(5) Incorporated by reference to the Company's Form 10-KSB filed with the
Commission on March 31, 1995.
(6) Incorporated by reference to the Company's Form 8-K filed with the
Commission on March 1, 1996.
(7) Incorporated by reference to the Company's Form 10-KSB filed with the
Commission on March 31, 1997.
(8) Incorporated by reference to the Company's Form 8-K filed with the
Commission on September 2, 1998.
(9) Filed previously on this Registration Statement.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(2) 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-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each 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 Denver, State of Colorado, on this 10th day of
December, 1998.
UNION BANKSHARES CAPITAL TRUST I
By: /s/ BRUCE E. HALL
--------------------------------------
Bruce E. Hall
Administrative Trustee
UNION BANKSHARES, LTD.
By: /s/ CHARLES R. HARRISON
--------------------------------------
Charles R. Harrison
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ CHARLES R. HARRISON Chairman of the Board, December 10, 1998
- --------------------------------------------- Chief Executive
Charles R. Harrison Officer and Director
(principal executive
officer)
/s/ BRUCE E. HALL Vice December 10, 1998
- --------------------------------------------- President -- Finance,
Bruce E. Hall Secretary, Treasurer
and a Director
(principal financial
and accounting
officer)
/s/ WAYNE T. BIDDLE* Director December 10, 1998
- ---------------------------------------------
Wayne T. Biddle
/s/ JERROLD B. EVANS* Director December 10, 1998
- ---------------------------------------------
Jerrold B. Evans
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RALPH D. JOHNSON* Director December 10, 1998
- ---------------------------------------------
Ralph D. Johnson
/s/ HAROLD R. LOGAN, JR.* Director December 10, 1998
- ---------------------------------------------
Harold R. Logan, Jr.
/s/ RICHARD C. SAUNDERS* Director December 10, 1998
- ---------------------------------------------
Richard C. Saunders
/s/ HERMAN J. ZUECK* Director December 10, 1998
- ---------------------------------------------
Herman J. Zueck
*By: /s/ CHARLES R. HARRISON
---------------------------------------
Attorney-in-fact
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1.1 -- Form of Underwriting Agreement(9)
3.1 -- Certificate of Incorporation of Union Bankshares, Ltd.(3)
3.2 -- Certificate of Amendment to Certificate of Incorporation
of Union Bankshares, Ltd.(9)
3.3 -- Bylaws of Union Bankshares. Ltd.(3)
4.1 -- Form of Subordinated Indenture dated to be entered into
between the Registrant and American Securities Transfer &
Trust, Inc., as Indenture Trustee(9)
4.2 -- Form of Junior Subordinated Debenture (included as an
exhibit to Exhibit 4.1)
4.3 -- Certificate of Trust of Union Bankshares Capital Trust
I(9)
4.4 -- Trust Agreement of Union Bankshares Capital Trust I dated
as of October 14, 1998(9)
4.5 -- Form of Amended and Restated Trust Agreement of Union
Bankshares Capital Trust I(9)
4.6 -- Form of Preferred Security Certificate of Union
Bankshares Capital Trust I (included as an exhibit to
Exhibit 4.5)
4.7 -- Form of Preferred Securities Guarantee Agreement(9)
4.8 -- Form of Agreement as to Expenses and Liabilities(9)
5.1 -- Opinion and Consent of Davis, Graham & Stubbs LLP(9)
5.2 -- Opinion and Consent of Richards, Layton & Finger P.A.(9)
8.1 -- Opinion of Davis, Graham & Stubbs LLP, as to certain
federal income tax matters(9)
10.1 -- Certificate of Incorporation of Union Bank & Trust
Company(3)
10.2 -- Bylaws of Union Bank & Trust Company(3)
10.3 -- Lease Agreement, dated July 1, 1994, between Lichtenberg
Corporation of Delaware and the Bank(5)
10.4 -- Form of Employment Agreement(3)
10.5 -- Equity Incentive Plan(3)
10.6 -- Nonemployee Directors' Stock Option Plan(3)
10.7 -- Agreement between Union Bank & Trust and Colorado Bankers
Mortgage, Inc.(3)
10.8 -- Nonemployee Directors Equity Compensation Plan(4)
10.9 -- Amended Shareholders' Agreement(4)
10.10 -- Agreement between Union Bank & Trust and Colorado
National Bank(5)
10.11 -- Loan Agreement between Union Bankshares, Ltd., Union Bank
& Trust and Boatmen's First National Bank of Kansas
City(6)
10.12 -- Line of Credit Agreement between Union Bankshares, Ltd.,
Union Bank & Trust and Boatmen's First National Bank of
Kansas City(7)
10.13 -- Option Bonus Plan(7)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.14 -- Agreement and Plan of Merger, dated August 27, 1998,
among Union Bank and Trust Company, LSB Acquisition Corp.
and Lakewood State Bank(8)
11.1 -- Statement re Computation of per share earnings -- see
Consolidated Financial Statements
23.1 -- Consent of Baird, Kurtz & Dobson(9)
23.2 -- Consent of McGladrey & Pullen, LLP(9)
23.3 -- Consent of Fortner, Bayens, Levkulich and Co., P.C.(9)
23.4 -- Consent of Davis, Graham & Stubbs LLP (included in
Exhibit 5.1 above)(9)
23.5 -- Consent of Richards, Layton & Finger P.A. (included in
Exhibit 5.2 above)(9)
24.1 -- Power of attorney(9)
25.1 -- Form T-1 Statement of Eligibility of American Securities
Transfer & Trust, Inc. to act as trustee under the
Subordinated Indenture(2)
25.2 -- Form T-1 Statement of Eligibility of American Securities
Transfer & Trust, Inc. to act as trustee under the
Amended and Restated Trust Agreement(2)
25.3 -- Form T-1 Statement of Eligibility of American Securities
Transfer & Trust, Inc. to act as trustee under the
Preferred Securities Guarantee Agreement(2)
</TABLE>
- -------------------------
(1) To be filed by amendment.
(2) Filed herewith.
(3) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Reg. No. 33-56736) filed with the Commission on January 6, 1993, as
amended.
(4) Incorporated by reference to the Company's Form 10-KSB filed with the
Commission on March 31, 1994.
(5) Incorporated by reference to the Company's Form 10-KSB filed with the
Commission on March 31, 1995.
(6) Incorporated by reference to the Company's Form 8-K filed with the
Commission on March 1, 1996.
(7) Incorporated by reference to the Company's Form 10-KSB filed with the
Commission on March 31, 1997.
(8) Incorporated by reference to the Company's Form 8-K filed with the
Commission on September 2, 1998.
(9) Filed previously on this Registration Statement.
<PAGE> 1
Registration No. 333-66153
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO
SECTION 305(b)(2) ______
AMERICAN SECURITIES TRANSFER & TRUST, INC.
------------------------------------------
(Exact name of trustee as specified in its charter)
COLORADO 84-1099450
-------- ----------
(State of incorporation or organization (I.R.S. Employer
if not a U.S. National Bank) Identification No.)
938 QUAIL STREET, SUITE 100
LAKEWOOD, COLORADO 80215
---------------------------
(Address of principal executive offices)
IAN YEWER, PRESIDENT WITH COPY TO: PATRICK J. RUSSELL, ESQ.
AMERICAN SECURITIES TRANSFER VINTON NISSLER ALLEN &
& TRUST, INC. VELLONE, P.C.
938 QUAIL STREET, SUITE 101 1600 STOUT STREET, # 1100
LAKEWOOD, COLORADO 80215 DENVER, COLORADO 80202
(303) 234-5300 (303) 534-4499
(Name, address and telephone number of agent for service)
UNION BANKSHARES, LTD.
----------------------
(Exact name of obligor as specified in its charter)
COLORADO 84-0986148
-------- ----------
(State or other jurisdication of (I.R.S. Employer
incorporation or organization) Identification No.)
1825 LAWRENCE STREET, SUITE 444
DENVER, COLORADO 80202
- ------------------------------- -----
(Address of principal executive offices) (Zip Code)
JUNIOR SUBORDINATED DEBENTURES
------------------------------
(Title of indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION
Furnish the following information as to the trustee:
(a) The name and address of each examining or supervising authority to
which it is subject:
Colorado Dept. of Regulatory Agencies
Division of Banking
1560 Broadway, Suite 1175
Denver, Colorado 80202
(b) Whether it is authorized to exercise corporate trust powers:
American Securities Transfer & Trust, Inc. is authorized to
exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the trustee and
upon information furnished by the obligor, the obligor, Union Bankshares, Ltd.,
is not an affiliate of the trustee, American Securities Transfer & Trust, Inc.,
and there are no intermediary affiliates.
ITEM 16. LIST OF EXHIBITS.
The following exhibits are filed as part of this Statement of
Eligibility:
1. Copy of Restated and Amended Articles of Incorporation of
American Securities Transfer & Trust, Inc.
2. Copy of Charter issued by the Division of Banking, State of Colorado
providing authority to conduct trust business.
4. Copy of Bylaws of American Securities Transfer & Trust,
Inc.
5. Consent of American Securities Transfer & Trust, Inc. required by
Section 321(b) of the Trust Indenture Act.
7. Copy of the most recent Non-Deposit Trust Company Consolidated
Report of Condition and Income of American Securities Transfer & Trust, Inc. for
the period ending September 30, 1998.
<PAGE> 3
SIGNATURES
PURSUANT TO the requirements of the Trust Indenture Act of 1939, the
trustee, American Securities Transfer & Trust, Inc., a trust company organized
and existing under the laws of the State of Colorado, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the city of Denver and State of Colorado on
the day of December, 1998.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By /s/ Debbie Sorheim
--------------------------------------
Name: Debbie Sorheim
Title: Treasurer
<PAGE> 4
RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN SECURITIES TRANSFER & TRUST, INC.
These Restated Articles of Incorporation for American Securities
Transfer & Trust, Inc., correctly set forth the provisions of the Articles of
Incorporation of American Securities Transfer & Trust, Inc. All amendments to
the Articles of Incorporation set forth in these Restated Articles of
Incorporation have been approved by a vote of the shareholders, and the number
of shares voted for these Restated Articles of Incorporation and all amendments
set forth herein was sufficient for approval. These Restated Articles of
Incorporation hereby supersede the original Articles of Incorporation and all
amendments thereto.
ARTICLE I
NAME
The name of the corporation is American Securities Transfer & Trust,
Inc.
ARTICLE II
PERIOD OF DURATION
The period of duration of the corporation is perpetual.
ARTICLE III
PURPOSES
The Trust Company shall have and may exercise all of the rights, powers
and privileges now or hereafter conferred upon Trust Companies organized under
the Colorado Trust Company Act, Article 23 of Title 11, Colorado Revised
Statutes. In addition, the Trust Company may do everything necessary, suitable
or proper for the accomplishment of any of its corporate purposes subject to the
Colorado Trust Company Act.
ARTICLE IV
AUTHORIZED STOCK
The aggregate number of shares which the corporation shall have
authority to issue is 125,000,000 shares of which 100,000,000 shares shall be
designated common shares with no par value and 25,000,000 shares shall be
designated preferred shares with $1.00 par value.
<PAGE> 5
ARTICLE V
RIGHTS AND PREFERENCES
The relative rights, preferences, privileges and limitations of the
shares of each class of stock of the corporation are as follows:
(a) Dividends. The holders of preferred shares, in preference and
priority to the holders of common shares, shall be entitled to receive, when and
as declared by the Board of Directors, noncumulative dividends at a rate to be
determined by the Board of Directors, payable to shareholders of record at the
close of business on such date preceding the payment thereof as may be fixed by
the Board of Directors on declaring any such dividend. Such dividend shall not
be cumulative and the holders of preferred shares shall have no right to such
dividend even though the corporation has funds legally available for the payment
of dividends unless the same shall have been declared by the Board of Directors,
but such dividends shall be paid or declared and set apart for payment in any
year before dividends for such year are declared and paid on the common stock.
(b) Redemption. The corporation, at the option of the Board of
Directors, may redeem the whole, or from time to time, may redeem any part of
the preferred shares on any dividend date by paying therefore in cash the sum of
$1.00 per share, plus an amount equal to all dividends thereon declared but
unpaid on the date fixed for redemption, such sum being hereinafter referred to
as the redemption price. At least 30 days previous notice by certified or
registered mail, postage prepaid, shall be given to the holders of record of the
preferred shares to be redeemed, such notice to be addressed to each such
shareholder at his post office address as shown by the records of the
corporation. On the date fixed for redemption and stated in such notice, each
holder of preferred shares called for redemption shall surrender his certificate
for such shares to the corporation at the place designated in such notice and
shall thereupon be entitled to receive payment of the redemption price. If less
than all the shares represented by any such surrendered certificate are so
redeemed, a new certificate shall be issued representing the unredeemed shares.
If such notice or redemption shall have been duly given, and if, on or before
the date fixed for redemption, funds necessary for the redemption shall have
been set aside so as to be and continue available therefore, then,
notwithstanding that the certificate evidencing the preferred shares so called
for redemption shall not have been surrendered, no dividends shall be payable on
such shares after the date fixed for redemption and all rights with respect to
the shares so called for redemption shall forthwith, after such date terminate,
except only the right of the holders to receive the redemption price thereof
without interest. At any time after giving notice of redemption of all or any
part of the preferred shares, the corporation may deposit with a bank or trust
company, as a trust fund for the
- 2 -
<PAGE> 6
benefit of the holders of the shares called for redemption, an amount in cash
sufficient to pay the redemption price form such fund upon surrender of the
certificates. Subject to the provisions hereof, the Board of Directors shall
have the authority to prescribe the manner in which all or any part of the
outstanding preferred shares shall be redeemed.
(c) Liquidation or Dissolution. In the event of the voluntary
liquidation or dissolution of the corporation, the holder of preferred shares
shall be entitled to receive out of the assets of the corporation, whether such
assets are capital or surplus the sum of $1.00 per share and a further amount
equal to any dividends thereon declared and unpaid to the date of such
distribution, and no more, before any payment shall be made or any assets
distributed to the holder of common shares. In the event of the involuntary
liquidation or dissolution of the corporation, the holders of preferred shares
shall be entitled to receive out of assets of the corporation, whether such
assets are capital or surplus, the sum of $1.00 per share and a further amount
equal to the dividends declared and unpaid thereon to the date of such
distribution, and no more, before any payment shall be made or any assets
distributed to the holders of common shares. If, upon any liquidation or
dissolution, whether voluntary or involuntary, the assets thus distributed among
the holders of preferred shares are insufficient to permit the payment to such
shareholders of the full preferential distributed shall be distributed ratably
among the holders of preferred shares. After payment or distribution to the
holders of preferred shares of such preferential amounts, the holders of common
shares shall be entitled to receive ratably all the remaining assets of the
corporation. A consolidation or merger of this corporation with or into any
other corporation or corporations shall not be deemed to be a liquidation or
dissolution within the meaning of this clause.
(d) Voting Rights. The holders of preferred shares shall not be
entitled to vote.
ARTICLE VI
PREEMPTIVE RIGHTS
No shareholder shall have any preemptive right to purchase, subscribe
for or otherwise acquire any shares of stock of the corporation or securities
exchangeable for or convertible into shares or carrying any other stock purchase
warrants, options or privileges.
ARTICLE VII
CUMULATIVE VOTING
Cumulative voting of shares in the election of directors of the
corporation shall not be permitted.
- 3 -
<PAGE> 7
ARTICLE VII
DIRECTORS
The personal liability of the directors of the corporation for breaches
of fiduciary care owed to the corporation shall be eliminated or, in the
alternative, limited to the maximum extent the elimination or limitation of
personal liabilities of directors is permitted by the Colorado Business
Corporation Act, as amended from time to time, as well as by any other statutory
provisions that now or hereafter expand upon the elimination of limitation of
such liability. The corporation shall indemnify directors of the corporation
against liability and advance expenses to directors of the corporation to the
maximum extent permitted by and in accordance with the Colorado Business
Corporation Act, as amended from time to time.
These Restated Articles of Incorporation are executed as of the 21st
day of June, 1996.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
a Colorado corporation
/s/ Charles R. Harrison
ATTEST: ------------------------------------------
Charles R. Harrison, President
/s/ Bruce E. Hall
- -------------------------------
Bruce E. Hall, Secretary
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER)
The foregoing was acknowledged before me this 21st day of June, 1996,
by Charles R. Harrison, as President, and Bruce E. Hall, as Secretary, of
American Securities Transfer & Trust, Inc.
Witness my hand and official seal.
My commission expires: 10-11-99
----------
/s/ Lori Zimmerman
-------------------------
Notary Public
- 4 -
<PAGE> 8
CHARTER
STATE OF COLORADO
OFFICE OF
STATE BANK COMMISSIONER
Know All Men By These Presents,
That the undersigned State Bank Commissioner of the State
of Colorado does hereby certify that
AMERICAN SECURITIES TRANSFER & TRUST, INC of Denver, State
Colorado, has been organized pursuant to the applicable provisions of
Colorado Revised Statutes and all laws amendatory thereto and
that it is hereby authorized to conduct a trust business under the laws
of this State.
IN TESTIMONY WHEREOF, I have hereunto subscribed by name
and affixed the official seal of the State Bank Commissioner
of Colorado at Denver, Colorado this Twenty-third day of
September, 1996 Nunc Pro Tunc 05/10/96.
/s/ Richard Fulkerson
------------------------------
Acting State Bank Commissioner
CHARTER NO. 13
Revised Charter-Name Change
<PAGE> 9
BY-LAWS
OF
AMERICAN SECURITIES TRANSFER & TRUST, INC.
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of
American Securities Transfer & Trust, Inc. (the "Corporation") in the State of
Colorado shall be 1825 Lawrence Street, Denver, Colorado 80202.
SECTION 1.02. Other Offices. The Corporation may also have an
office or offices at any other places or places, within or without the State of
Colorado as the Board of Directors of the Corporation (the "Board") may from
time to time determine or the business of the Corporation may from time to time
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Annual Meetings. The annual meetings of
stockholders of the Corporation for the election of directors of the Corporation
("Directors"), and for the transaction of such other business as may properly
come before such meeting, shall be held at such place, date and time as shall be
fixed by the Board and designated in the notice or waive of notice of such
annual meeting; provided, however, that no annual meeting of stockholders need
be held if all actions, including the election of Directors, required by the
General Corporation Law of the State of Colorado (the "General Corporation Law")
to be taken at such annual meeting are taken by written consent in lieu of
meeting pursuant to Section hereof.
SECTION 2.02. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called by the Board or the
Chairman of the Board of the Corporation (the "Chairman"), the President of the
Corporation (the "President") or the Secretary of the Corporation (the
"Secretary"), to be held at such place, date and time as shall be designated in
the notice or waiver of notice thereof.
<PAGE> 10
2
SECTION 2.03. Notice of Meeting. (a) Except as otherwise
provided by law, written notice of each annual or special meeting of
stockholders stating the place, date and time of such meeting and, in the case
of a special meeting, the purpose or purposes for which such meeting is to be
held, shall be given personally to each recordholder of Shares (a "Stockholder")
entitled to vote thereat, not less than 10 nor more than 60 days before the date
of such meeting.
(b) Notice of a special meeting of Stockholders may be given
by the person or persons calling the meeting, or, upon the written request of
such person or persons, such notice shall be given by the Secretary on behalf of
such person or persons. If the person or persons calling a special meeting of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of Stockholders shall state the purpose or purposes
of such meeting.
SECTION 2.04. Waiver of Notice. Notice of any annual or
special meeting of Stockholders need not be given to any Stockholder who files a
written waiver of notice with the Secretary, signed by the person entitled to
notice, whether before or after such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of Stockholders need be specified
in any written waiver of notice thereof. Attendance of a Stockholder at a
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when such Stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds that the notice of such meeting was inadequate or
improperly given.
SECTION 2.05. Adjournments. Whenever a meeting of
Stockholders, annual or special, is adjourned to another date, time or place,
notice need not be given of the adjourned meeting if the date, time and place
thereof are announced at the meeting at which the adjournment is taken. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Stockholder entitled to vote thereat. At the adjourned meeting
any business may be transacted which might have been transacted at the original
meeting.
SECTION 2.06. Quorum. Except as otherwise provided by law or
the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the recordholders of a majority of the Shares entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of Stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at
any meeting of Stockholders, the Stockholders entitled to vote thereat may
adjourn the meeting from time to time in accordance with Section 2.05 hereof
until a quorum shall be present in person or by proxy.
<PAGE> 11
3
SECTION 2.07. Voting. Each Stockholder shall be entitled to
one vote for each Share held of record by such Stockholder. Except as otherwise
provided by law or the Certificate of Incorporation, when a quorum is present at
any meeting of Stockholders, the vote of the recordholders of a majority of the
Shares constituting such quorum shall decide any question brought before the
meeting.
SECTION 2.08. Proxies. Each Stockholder entitled to vote at a
meeting of Stockholders or to express, in writing, consent to or dissent from
any action of Stockholders without a meeting may authorize another person or
persons to act for such Stockholder by proxy. Such proxy shall be filed with the
Secretary before such meeting of Stockholders or such action of Stockholders
without a meeting, at such time as the Board may require. No proxy shall be
voted or acted upon more than three years from its date, unless the proxy
provides for a longer period.
SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any
action required by the General Corporation Law to be taken at any annual or
special meeting of Stockholders, and any action which may be taken at any annual
or special meeting of Stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the recordholders of Shares having not less
than the minimum number of votes necessary to authorize or take such action at a
meeting at which the recordholders of all Shares entitled to vote thereon were
present and voted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by the Stockholders.
SECTION 3.02. Number and Term of Office. The number of
Directors shall be four or such other number as shall be fixed from time to time
by the Board. Directors need not be Stockholders. Directors shall be elected at
the annual meeting of Stockholders or, if, in accordance with Section 2.01
hereof, no such annual meeting is held, by the written consent in lieu of
meeting pursuant to Section 2.09 hereof, and each Director shall hold office
until his successor is elected and qualified, or until his earlier death or
resignation or removal in the manner hereinafter provided.
<PAGE> 12
4
SECTION 3.03. Resignation. Any Director may resign at any time
by giving written notice to the Board, the Chairman or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman or the
Secretary, as the case may be. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 3.04. Removal. Any or all Directors may be removed,
with or without cause, at any time by vote of the recordholders of a majority of
the Shares then entitled to vote in an election of Directors, or by written
consent of the recordholders of Shares pursuant to Section 2.09 hereof.
SECTION 3.05. Vacancies. Vacancies occurring on the Board for
any reason including, without limitation, vacancies occurring as a result of the
creation of new directorships that increase the number of Directors, may be
filled by vote of the Board or by written consent of the Directors pursuant to
Section 3.08 hereof. If the number of Directors then in office is less than a
quorum, such other vacancies may be filled by vote of a majority of the
Directors then in office or by written consent of all such Directors pursuant to
Section 3.08 hereof. Unless earlier removed pursuant to Section 3.04, each
Director chosen in accordance with this Section 3.05 shall hold office until the
next annual election of Directors by the Stockholders and until his successor
shall be elected and qualified.
SECTION 3.06. Meetings. (a) Time of Meetings. Meetings of the
Board shall be held at such times as the Chairman, the President, the Secretary
or a majority of the Board shall from time to time determine.
(b) Notice of Meetings. The Secretary shall give written
notice to each Director of each meeting of the Board, which notice shall state
the place, date, time and purpose of the meeting. A written waiver of notice,
signed by the Director entitled to notice, whether before or after the time of
the meeting referred to in such waive, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of any meeting of the
Board need be specified in any written waiver of notice thereof. Attendance of a
Director at a meeting of the Board shall constitute a waiver of notice of such
meeting, except as provided by law.
(c) Place of Meetings. The Board may hold its meetings at such
place or places within or without the State of Colorado as the Board of the
Chairman may from time to time determine, or as shall be designated in the
respective notices or waivers of notice of such meetings.
(d) Quorum and Manner of Acting. A majority of the total
number of Directors then in office (but in no event less than two if the total
number of directorships,
<PAGE> 13
5
including vacancies, is greater than one, and in no event less than one-third of
the total number of directorships, including vacancies, constituting the entire
Board) shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and the
vote of a majority of those Directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of
the Board, except as otherwise expressly required by law, the Certificate of
Incorporation or these By-laws. In the absence of a quorum for any such meeting,
a majority of the Directors present thereat may adjourn such meeting from time
to time until a quorum is present.
(e) Organization, Agenda and Procedure. At each meeting of the
Board, one of the following shall act as chairman of the meeting and preside, in
the following order of precedence:
(i) the Chairman;
(ii) the President (if he is a Director);
(iii) any Director chosen by a majority of the Directors
present.
The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep
minutes thereof.
SECTION 3.07. Committees of the Board. The Board may, by
resolution passed by the majority of the whole Board, designate one or more
other committees, each committee to consist of one or more Directors. Any
committee of the Board, to the extent provided in such resolution of the Board
designating such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation. Each committee of the Board shall keep regular minutes of its
proceedings and report the same to the Board when so requested by the Board.
SECTION 3.08. Directors' Consent in Lieu of Meeting. Any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all members of the Board or such committee and such consent
is filed with the minutes of the proceedings of the Board or such committee.
SECTION 3.09. Action by Means of Telephone or Similar
Communications Equipment. Any one or more members of the Board, or of any
committee thereof, may participate in a meeting of the Board or such committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting
<PAGE> 14
6
can hear, and participation in a meeting by such means shall constitute presence
in person at such meeting.
ARTICLE IV
OFFICERS
SECTION 4.01. Offices. The officers of the Corporation shall
be the Chairman, the President, the Secretary and a Treasurer and may include
one or more Vice Presidents and one or more Assistant Secretaries and one or
more Assistant Treasurers. Any two or more offices may be held by the same
person.
SECTION 4.02. Authority and Duties. All officers shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-laws or, to the extent not so provided, by
resolution of the Board or, if appointed by the President, in such appointment.
SECTION 4.03. Term of Office, Resignation and Removal. (a)
Each officer shall be appointed by the Board and shall hold office for such term
as may be determined by the Board, except that the President may also appoint
any officer other than the Chairman or the President for such term as the
President may determine. Each officer shall hold office until his successor has
been appointed and qualified or his earlier death or resignation or removal in
the manner hereinafter provided.
(b) Any officer may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman, the
President or the Secretary, as the case may be. Unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.
(c) All officers and agents appointed by the Board shall be
subject to removal, with or without cause, at any time by the Board or by the
action of the recordholders of a majority of the Shares entitled to vote
thereon.
SECTION 4.04. The Chairman. The Chairman shall have the power
to call special meetings of Stockholders, to call special meetings of the Board
and, if present, to preside at all meetings of Stockholders and all meetings of
the Board. The Chairman shall perform all duties incident to the office of
Chairman of the Board and all such other duties as may from time to time be
assigned to him by the Board or these By-laws.
<PAGE> 15
7
SECTION 4.05. The President. The President shall be the chief
executive officer of the Corporation and shall have general and active
management and control of the business and affairs of the Corporation, subject
to the control of the Board, and shall see that all orders and resolutions of
the Board are carried into effect. The President shall perform all duties
incident to the office of President and all such other duties as may from time
to time be assigned to him by the Board or these By-laws.
SECTION 4.06. Vice-Presidents. Vice Presidents, if any, in the
order of their seniority or in any other order determined by the Board, shall
generally assist the President and perform such other duties as the Board or the
President shall prescribe, and in the absence of disability of the President,
shall perform the duties and exercise the powers of the President.
SECTION 4.07. The Secretary. The Secretary shall, to the
extent practicable, attend all meetings of the Board and all meetings of
Stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform the same duties for any
committee of the Board when so requested by such committee. He shall give or
cause to be given notice of all meetings of Stockholders and of the Board, shall
perform such other duties as may be prescribed by the Board, the Chairman or the
President and shall act under the supervision of the Chairman. He shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his signature or by the signature of the Treasurer
of the Corporation (the "Treasurer") or an Assistant Secretary or Assistant
Treasurer of the Corporation. He shall keep in safe custody the certificate
books and stockholder records and such other books and records of the
Corporation as the Board, the Chairman or the President may direct and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman or
the President.
SECTION 4.08. Assistant Secretaries. Assistant Secretaries of
the Corporation ("Assistant Secretaries"), if any, in order of seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.
SECTION 4.09. The Treasurer. The Treasurer shall have the care
and custody of all the funds of the Corporation and shall deposit such funds in
such banks or other depositories as the Board, or any officer or officers, or
any officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board and the President. He shall keep a full and accurate
account of all moneys received and paid on account of the Corporation and
<PAGE> 16
8
shall render a statement of his accounts whenever the Board, the Chairman or the
President shall so request. He shall perform all other necessary actions and
duties in connection with the administration of the financial affairs of the
Corporation and shall generally perform all the duties usually appertaining to
the office of treasurer of a corporation. When required by the Board, he shall
give bonds for the faithful discharge of his duties in such sums and with such
sureties as the Board shall approve.
SECTION 4.10. Assistant Treasurers. Assistant Treasurers of
the Corporation ("Assistant Treasurers"), if any, in order of seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
ARTICLE V
CHECKS, DRAFTS, NOTES AND PROXIES
SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.
SECTION 5.02. Execution of Proxies. The Chairman or the
President, or, in the absence of disability of both of them, any Vice President,
may authorized, from time to time, the execution and issuance of proxies to vote
shares of stock or other securities of other corporations held of record by the
Corporation and the execution of consents to action taken or to be taken by any
such corporation. All such proxies and consents, unless otherwise authorized by
the Board, shall be signed in the name of the Corporation by the Chairman, the
President of any Vice President.
ARTICLE VI
SHARES AND TRANSFER OF SHARES
SECTION 6.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board. Certificates shall be issued in consecutive order and shall be numbered
in the order of their issue, and shall be signed by the Chairman, the President
or any Vice President and by the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. If such certificate is manually
<PAGE> 17
9
signed by one such officer, any other signature on the certificate may be a
facsimile. In the event any such other officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office or to be employed by the Corporation before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such officer had held such office on the date of issue.
SECTION 6.02. Stock Ledger. A stock ledger in one or more
counterparts shall be kept by the Secretary, in which shall be recorded the name
and address of each person, firm or corporation owning the Shares evidenced by
each certificate evidencing Shares issued by the Corporation, the number of
Shares evidenced by such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation. Except as otherwise expressly
required by law, the person in whose name Shares stand on the stock ledger of
the Corporation shall be deemed the owner and recordholder thereof for all
purposes.
SECTION 6.03. Transfer of Stock. Registration of transfers of
Shares shall be made only in the stock ledger of the Corporation upon request of
the registered holder of such shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authority of signatures as the Corporation may reasonably require.
SECTION 6.04. Addresses of Stockholders. Each Stockholder
shall designate to the Secretary an address at which notices of meetings and all
other corporate notices may be served or mailed to such Stockholder, and, if any
Stockholder shall fail to so designate such an address, corporate notices may be
served upon such Stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such Stockholder.
SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each
recordholder of Shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
Share or Shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction, upon satisfactory proof of such loss, theft
or destruction, and the Board may, in its discretion, require the recordholder
of the Shares evidenced by the lost, stolen or destroyed certificate or his
legal representative to give the Corporation a bond sufficient to indemnify the
Corporation against any claim made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
<PAGE> 18
10
SECTION 6.06. Regulations. The Board may make such other rules
and regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
Shares.
SECTION 6.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the Stockholders entitled to
notice of or to vote at any meeting of Stockholders or any adjournment thereof,
or to express consent to, or to dissent form, corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other such action. A determination of the
Stockholders entitled to notice or to vote at a meeting of Stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.
ARTICLE VII
SEAL
SECTION 7.01. Seal. The Board may approve and adopt a suitable
corporate seal, which shall bear the full name of the Corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 8.01. Fiscal Year. The fiscal year of the Corporation
shall end on the thirty-first day of December of each year unless changed by
resolution of the Board.
ARTICLE IX
AMENDMENTS
SECTION 9.01. Amendments. Any By-law (including these By-laws)
may be adopted, amended or repealed by the vote of the recordholders of a
majority of the Shares then entitled to vote at an election of Directors or by
written consent of Stockholders pursuant to Section 2.09 hereof, or by vote of
the Board or by a written consent of Directors pursuant to Section 3.08 hereof.
<PAGE> 19
SECTION 321(b) CONSENT
PURSUANT TO Section 321(b) of the Trust Indenture Act of 1939, as amended,
American Securities Transfer & Trust, Inc. consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
requests therefor.
EXECUTED this 10 day of December, 1998.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By /s/ DEBBIE SORHEIM
-------------------------------
Name: Debbie Sorheim
--------------------------
Title: Treasurer
-------------------------
<PAGE> 20
REPORT OF CONDITION
- --------------------------------------------------------------------------------
NON-DEPOSIT TRUST COMPANY
CONSOLIDATED REPORT OF CONDITION AND INCOME
FOR THE PERIOD ENDING SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
CHARTER NUMBER 13
----------
American Securities Transfer & Trust, Inc.
- --------------------------------------------------------------------------------
(Legal Title of Trust Company)
Denver, Colorado 80202 Denver
- --------------------------------------------------------------------------------
(City) (State) (Zip Code) (County)
CONSOLIDATED REPORT OF CONDITION FOR TRUST COMPANIES AS OF: 30-Sep-98
--------------------
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.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS BOOK VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- --------------------------
ASSETS
- --------------------------
1. Cash and balances due from depository institutions: $ 1,739
--------------
2. Fee receivable 465
--------------
a. Receivable (from Schedule A) 513
----------
b. LESS: Reserve for bad debt 48
----------
3. Securities (from Schedule B, column A) --
--------------
4. Premises and fixed assets (net of depreciation) 300
--------------
5. Capitalized leases --
--------------
6. Investments in unconsolidated subsidiaries and associated companies --
--------------
7. Prepaid expense 10
--------------
8. Intangible assests 360
--------------
9. Other assets (from Schedule C) 430
--------------
10. TOTAL ASSETS (sum of items 1 through 9) 3,304
==============
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
LIABILITIES
- --------------------------
11. Accounts payable 100
--------------
12. Notes and debentures payable --
--------------
13. Obligations under capitalized leases --
--------------
14. Other borrowed money --
--------------
15. Other liabilities (from Schedule D) 466
--------------
16. Limited-life preferred stock and related surplus --
--------------
17. TOTAL LIABILITIES (sum of items 11 through 16) 566
--------------
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
EQUITY CAPITAL
- --------------------------
18. Perpetual preferred stock and related surplus 1,000
--------------
19. Common stock 605
--------------
20. Surplus --
--------------
21. Undivided profits and capital reserves 1,133
--------------
22. Total equity capital (sum of items 18 through 21) 2,738
--------------
23. TOTAL LIABILITIES AND EQUITY CAPITAL (sum of items 17 and 22) $ 3,304
==============
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
FOOTNOTES
- --------------------------
24. TOTAL TRUST ASSETS 34,716
==============
a. Discretionary account assets --
----------
b. Non-discretionary account assets 34,716
-------------------------
25. Number of Trust Accounts (actual) 111
--------------
</TABLE>
<PAGE> 21
SCHEDULE A-D
CHARTER NUMBER 13
---
- --------------------------------------------------------------------------------
SCHEDULE A - FEE RECEIVABLES DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<S> <C>
1 Current Receivables (0-30 Days) 195
----------
2 Past due 30-89 days and still accruing 226
----------
3 Past due 90 or more days and still accruing 92
----------
4 Non-accrual
----------
5 TOTAL FEE RECEIVABLE (must equal Report of Condition, item 2a) 513
==========
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE B - SECURITIES DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<CAPTION>
(Column A) (Column B)
Book Value Market Value
<S> <C> <C>
1. U.S. Treasury Securities - -
------------ -------------
2. U.S. Government agencies and corporation obligations - -
------------ -------------
3. Securities issued by state and political subdivisions in the U.S. - -
------------ -------------
4. Other Debt Securities - -
------------ -------------
5. Equity Securities - -
------------ -------------
6. Investment in Mutual Funds - -
------------ -------------
7. TOTAL (sum of items 1 through 6, must equal Report of
Condition, item 3) - -
============ =============
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE C - OTHER ASSETS DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<S> <C> <C>
1. Net deferred income taxes (if debit balance) -
-------------
2. Other (itemized amounts greater than $25,000 that exceed 25 per cent of item 3 of
this schedule) 430
-------------
EDP Software 427
-------------------------------------------------------------- -----------
Deposit 3
-------------------------------------------------------------- -----------
-------------------------------------------------------------- -----------
3. TOTAL (sum of items 1 through 2 must equal Report of Condition item 9) 430
=============
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE D - OTHER LIABILITIES DOLLAR AMOUNTS IN THOUSANDS
- ------------------------------
<TABLE>
<S> <C> <C>
1. Expenses accrued and unpaid (includes accrued interest payable and income taxes
payable) 239
-------------
2. Net deferred income taxes (if credit balance) 227
-------------
3. Minority interest in consolidated subsidiaries -
-------------
4. Other (itemize amounts greater than $25,000 that exceed 25 per cent of item 5 of
this schedule) -
-------------
- --------------------------------------------------------------------------- ------------
- --------------------------------------------------------------------------- ------------
- --------------------------------------------------------------------------- ------------
5. TOTAL (sum of items 1 through 4 must equal Report of Condition, item 15) 466
=============
</TABLE>
<PAGE> 22
REPORT OF INCOME
CHARTER NUMBER 13
-----------
- --------------------------------------------------------------------------------
CONSOLIDATED REPORT OF INCOME FOR THE PERIOD
JANUARY 1, 1998, THROUGH SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
Report in accordance with instructions all income and expenses of the trust
company for the calendar year-to-date. ALL SCHEDULES ARE TO BE REPORTED IN
THOUSANDS OF DOLLARS.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
INCOME DOLLAR AMOUNTS IN THOUSANDS
- --------------------------------------
<S> <C> <C>
1. Trust administrative fee income 187
-------------
a. Personal trusts -
------------
b. Employee benefit accounts -
------------
c. Corporate accounts 187
------------
d. Other: -
------------------------------------------------- ------------
------------------------------------------------- ------------
2. Interest and dividend income earned (Corporate) 112
-------------
3. Other Income (provide details) 3,450
-------------
a. Transfer Agent Income 3,450
-------------------------------------------------- ------------
b.
-------------------------------------------------- ------------
c.
-------------------------------------------------- ------------
4. TOTAL INCOME (lines 1 through 3) 3,749
-------------
- --------------------------------------
EXPENSES
- --------------------------------------
5. Salaries and employee benefits 1,839
-------------
6. Occupancy expenses 378
-------------
7. Contracted outside servicing expenses (provide details) 153
-------------
a. Computer Services 67
-------------------------------------------------- ------------
b. Computer Networking 86
-------------------------------------------------- ------------
c.
-------------------------------------------------- ------------
8. Other expenses 827
-------------
9. Provisions for uncollected fees (22)
-------------
10. Total expenses (lines 5 through 9) 3,175
-------------
11. Net income (Loss) - before taxes, extraordinary items, and other adjustments 574
-------------
12. Gains (or Losses) from securities sold -
-------------
13. Applicable income taxes 373
-------------
14. Other adjustments (describe) -
-------------
15. NET INCOME (Loss) 201
-------------
16. LESS: Other charges (credits) to undivided profits
a. Cash dividends declared 31
------------
b. Other (describe)
------------
17. Increase (Decrease) in undivided profits 170
=============
</TABLE>
<PAGE> 23
CAPITAL ADEQUACY
CHARTER NUMBER 13
-----------
- -------------------------------------------------------------------
CAPITAL ADEQUACY WORKSHEET
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------
PART 1 - MINIMUM CAPITAL REQUIRED DOLLAR AMOUNTS IN THOUSANDS
- -------------------------------------------------------------------
<S> <C> <C> <C>
1. Discretionary account assets (Must equal Report of
Condition, item 24a) $ -- X .0025 $ --
----------------- ----------------
2. Non-discrestionary account assets (Must equal
Report of Condition, item 24b) $ 34,716 X .00125 $ 43
----------------- ----------------
3. TOTAL (sum of items 1 and 2, must equal Report of
Condition, item 24) $ 34,716 $ 43
================= ----------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------
PART 2 - TOTAL CAPITAL AVAILABLE DOLLAR AMOUNTS IN THOUSANDS
- -------------------------------------------------------------------
<S> <C>
1. Total equity capital from line22, page 1. $ 2,738
----------------
2. Deductions from Capital:
a. Goodwill and other non-qualifying intangible assets $ 360
----------------
b. Investments in unconsolidated banking and finance subsidiaries $ --
----------------
c. Reciprocal holdings of capital instruments $ --
----------------
TOTAL CAPITAL AVAILABLE (must equal or exceed item 3, above) $ 2,378
================
</TABLE>
- --------------------------------------------------------------------------------
ELIGIBLE SECURITIES DEPOSITED WITH CUSTODIAN PURSUANT TO RULE TC-17.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
a. b. c. d. e.
------------------------------------------------------------------------------------------------
CUSIP DESCRIPTION BANK MARKET CUSTODIAN
VALUE VALUE NAME AND ADDRESS
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Certificate of
N/A Deposit $ 250,000 $ 250,000 Bank One, Denver N.A.
------------------------------------------------------------------------------------------------
1125 17th Street
# 7187144 Denver, CO 80202-2088
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
TOTAL: $ 250,000
==============================
</TABLE>
<PAGE> 24
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
<PAGE> 25
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
<PAGE> 26
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ R.M. MACKENZIE /s/ P. LABLANC
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
R.M. Mackenzie P. LaBlanc
<PAGE> 1
Registration No. 333-66153
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO
SECTION 305(b)(2) _____
AMERICAN SECURITIES TRANSFER & TRUST, INC.
------------------------------------------
(Exact name of trustee as specified in its charter)
COLORADO 84-1099450
-------- ----------
(State of incorporation or organization (I.R.S. Employer
if not a U.S. National Bank) Identification No.)
938 QUAIL STREET, SUITE 100
LAKEWOOD, COLORADO 80215
---------------------------
(Address of principal executive offices)
IAN YEWER, PRESIDENT WITH COPY TO: PATRICK J. RUSSELL, ESQ.
AMERICAN SECURITIES TRANSFER VINTON NISSLER ALLEN &
& TRUST, INC. VELLONE, P.C.
938 QUAIL STREET, SUITE 101 1600 STOUT STREET, # 1100
LAKEWOOD, COLORADO 80215 DENVER, COLORADO 80202
(303) 234-5300 (303) 534-4499
(Name, address and telephone number of agent for service)
UNION BANKSHARES CAPITAL TRUST I
--------------------------------
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
-------- -----------
(State or other jurisdication of (I.R.S. Employer
incorporation or organization) Identification No.)
1825 LAWRENCE STREET, SUITE 444
DENVER, COLORADO 80202
- ------------------------------- -----
(Address of principal executive offices) (Zip Code)
% CUMULATIVE TRUST PREFERRED SECURITIES
------------------------------------------
(Title of indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION
Furnish the following information as to the trustee:
(a) The name and address of each examining or supervising authority to
which it is subject:
Colorado Dept. of Regulatory Agencies
Division of Banking
1560 Broadway, Suite 1175
Denver, Colorado 80202
(b) Whether it is authorized to exercise corporate trust powers:
American Securities Transfer & Trust, Inc. is authorized to
exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the trustee and
upon information furnished by the obligor, the obligor, Union Bankshares, Ltd.,
is not an affiliate of the trustee, American Securities Transfer & Trust, Inc.,
and there are no intermediary affiliates.
ITEM 16. LIST OF EXHIBITS.
The following exhibits are filed as part of this Statement of
Eligibility:
1. Copy of Restated and Amended Articles of Incorporation of
American Securities Transfer & Trust, Inc.
2. Copy of Charter issued by the Division of Banking, State of Colorado
providing authority to conduct trust business.
4. Copy of Bylaws of American Securities Transfer & Trust,
Inc.
5. Consent of American Securities Transfer & Trust, Inc. required by
Section 321(b) of the Trust Indenture Act.
7. Copy of the most recent Non-Deposit Trust Company Consolidated
Report of Condition and Income of American Securities Transfer & Trust, Inc. for
the period ending September 30, 1998.
<PAGE> 3
SIGNATURES
PURSUANT TO the requirements of the Trust Indenture Act of 1939, the
trustee, American Securities Transfer & Trust, Inc., a trust company organized
and existing under the laws of the State of Colorado, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the city of Denver and State of Colorado on
the day of December, 1998.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By /s/ Debbie Sorheim
--------------------------------------
Name: Debbie Sorheim
Title: Treasurer
<PAGE> 4
RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN SECURITIES TRANSFER & TRUST, INC.
These Restated Articles of Incorporation for American Securities
Transfer & Trust, Inc., correctly set forth the provisions of the Articles of
Incorporation of American Securities Transfer & Trust, Inc. All amendments to
the Articles of Incorporation set forth in these Restated Articles of
Incorporation have been approved by a vote of the shareholders, and the number
of shares voted for these Restated Articles of Incorporation and all amendments
set forth herein was sufficient for approval. These Restated Articles of
Incorporation hereby supersede the original Articles of Incorporation and all
amendments thereto.
ARTICLE I
NAME
The name of the corporation is American Securities Transfer & Trust,
Inc.
ARTICLE II
PERIOD OF DURATION
The period of duration of the corporation is perpetual.
ARTICLE III
PURPOSES
The Trust Company shall have and may exercise all of the rights, powers
and privileges now or hereafter conferred upon Trust Companies organized under
the Colorado Trust Company Act, Article 23 of Title 11, Colorado Revised
Statutes. In addition, the Trust Company may do everything necessary, suitable
or proper for the accomplishment of any of its corporate purposes subject to the
Colorado Trust Company Act.
ARTICLE IV
AUTHORIZED STOCK
The aggregate number of shares which the corporation shall have
authority to issue is 125,000,000 shares of which 100,000,000 shares shall be
designated common shares with no par value and 25,000,000 shares shall be
designated preferred shares with $1.00 par value.
<PAGE> 5
ARTICLE V
RIGHTS AND PREFERENCES
The relative rights, preferences, privileges and limitations of the
shares of each class of stock of the corporation are as follows:
(a) Dividends. The holders of preferred shares, in preference and
priority to the holders of common shares, shall be entitled to receive, when and
as declared by the Board of Directors, noncumulative dividends at a rate to be
determined by the Board of Directors, payable to shareholders of record at the
close of business on such date preceding the payment thereof as may be fixed by
the Board of Directors on declaring any such dividend. Such dividend shall not
be cumulative and the holders of preferred shares shall have no right to such
dividend even though the corporation has funds legally available for the payment
of dividends unless the same shall have been declared by the Board of Directors,
but such dividends shall be paid or declared and set apart for payment in any
year before dividends for such year are declared and paid on the common stock.
(b) Redemption. The corporation, at the option of the Board of
Directors, may redeem the whole, or from time to time, may redeem any part of
the preferred shares on any dividend date by paying therefore in cash the sum of
$1.00 per share, plus an amount equal to all dividends thereon declared but
unpaid on the date fixed for redemption, such sum being hereinafter referred to
as the redemption price. At least 30 days previous notice by certified or
registered mail, postage prepaid, shall be given to the holders of record of the
preferred shares to be redeemed, such notice to be addressed to each such
shareholder at his post office address as shown by the records of the
corporation. On the date fixed for redemption and stated in such notice, each
holder of preferred shares called for redemption shall surrender his certificate
for such shares to the corporation at the place designated in such notice and
shall thereupon be entitled to receive payment of the redemption price. If less
than all the shares represented by any such surrendered certificate are so
redeemed, a new certificate shall be issued representing the unredeemed shares.
If such notice or redemption shall have been duly given, and if, on or before
the date fixed for redemption, funds necessary for the redemption shall have
been set aside so as to be and continue available therefore, then,
notwithstanding that the certificate evidencing the preferred shares so called
for redemption shall not have been surrendered, no dividends shall be payable on
such shares after the date fixed for redemption and all rights with respect to
the shares so called for redemption shall forthwith, after such date terminate,
except only the right of the holders to receive the redemption price thereof
without interest. At any time after giving notice of redemption of all or any
part of the preferred shares, the corporation may deposit with a bank or trust
company, as a trust fund for the
- 2 -
<PAGE> 6
benefit of the holders of the shares called for redemption, an amount in cash
sufficient to pay the redemption price form such fund upon surrender of the
certificates. Subject to the provisions hereof, the Board of Directors shall
have the authority to prescribe the manner in which all or any part of the
outstanding preferred shares shall be redeemed.
(c) Liquidation or Dissolution. In the event of the voluntary
liquidation or dissolution of the corporation, the holder of preferred shares
shall be entitled to receive out of the assets of the corporation, whether such
assets are capital or surplus the sum of $1.00 per share and a further amount
equal to any dividends thereon declared and unpaid to the date of such
distribution, and no more, before any payment shall be made or any assets
distributed to the holder of common shares. In the event of the involuntary
liquidation or dissolution of the corporation, the holders of preferred shares
shall be entitled to receive out of assets of the corporation, whether such
assets are capital or surplus, the sum of $1.00 per share and a further amount
equal to the dividends declared and unpaid thereon to the date of such
distribution, and no more, before any payment shall be made or any assets
distributed to the holders of common shares. If, upon any liquidation or
dissolution, whether voluntary or involuntary, the assets thus distributed among
the holders of preferred shares are insufficient to permit the payment to such
shareholders of the full preferential distributed shall be distributed ratably
among the holders of preferred shares. After payment or distribution to the
holders of preferred shares of such preferential amounts, the holders of common
shares shall be entitled to receive ratably all the remaining assets of the
corporation. A consolidation or merger of this corporation with or into any
other corporation or corporations shall not be deemed to be a liquidation or
dissolution within the meaning of this clause.
(d) Voting Rights. The holders of preferred shares shall not be
entitled to vote.
ARTICLE VI
PREEMPTIVE RIGHTS
No shareholder shall have any preemptive right to purchase, subscribe
for or otherwise acquire any shares of stock of the corporation or securities
exchangeable for or convertible into shares or carrying any other stock purchase
warrants, options or privileges.
ARTICLE VII
CUMULATIVE VOTING
Cumulative voting of shares in the election of directors of the
corporation shall not be permitted.
- 3 -
<PAGE> 7
ARTICLE VII
DIRECTORS
The personal liability of the directors of the corporation for breaches
of fiduciary care owed to the corporation shall be eliminated or, in the
alternative, limited to the maximum extent the elimination or limitation of
personal liabilities of directors is permitted by the Colorado Business
Corporation Act, as amended from time to time, as well as by any other statutory
provisions that now or hereafter expand upon the elimination of limitation of
such liability. The corporation shall indemnify directors of the corporation
against liability and advance expenses to directors of the corporation to the
maximum extent permitted by and in accordance with the Colorado Business
Corporation Act, as amended from time to time.
These Restated Articles of Incorporation are executed as of the 21st
day of June, 1996.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
a Colorado corporation
/s/ Charles R. Harrison
ATTEST: ------------------------------------------
Charles R. Harrison, President
/s/ Bruce E. Hall
- -------------------------------
Bruce E. Hall, Secretary
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER)
The foregoing was acknowledged before me this 21st day of June, 1996,
by Charles R. Harrison, as President, and Bruce E. Hall, as Secretary, of
American Securities Transfer & Trust, Inc.
Witness my hand and official seal.
My commission expires: 10-11-99
----------
/s/ Lori Zimmerman
-------------------------
Notary Public
- 4 -
<PAGE> 8
CHARTER
STATE OF COLORADO
OFFICE OF
STATE BANK COMMISSIONER
Know All Men By These Presents,
That the undersigned State Bank Commissioner of the State
of Colorado does hereby certify that
AMERICAN SECURITIES TRANSFER & TRUST, INC of Denver, State
Colorado, has been organized pursuant to the applicable provisions of
Colorado Revised Statutes and all laws amendatory thereto and
that it is hereby authorized to conduct a trust business under the laws
of this State.
IN TESTIMONY WHEREOF, I have hereunto subscribed by name
and affixed the official seal of the State Bank Commissioner
of Colorado at Denver, Colorado this Twenty-third day of
September, 1996 Nunc Pro Tunc 05/10/96.
/s/ Richard Fulkerson
------------------------------
Acting State Bank Commissioner
CHARTER NO. 13
Revised Charter-Name Change
<PAGE> 9
BY-LAWS
OF
AMERICAN SECURITIES TRANSFER & TRUST, INC.
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of
American Securities Transfer & Trust, Inc. (the "Corporation") in the State of
Colorado shall be 1825 Lawrence Street, Denver, Colorado 80202.
SECTION 1.02. Other Offices. The Corporation may also have an
office or offices at any other places or places, within or without the State of
Colorado as the Board of Directors of the Corporation (the "Board") may from
time to time determine or the business of the Corporation may from time to time
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Annual Meetings. The annual meetings of
stockholders of the Corporation for the election of directors of the Corporation
("Directors"), and for the transaction of such other business as may properly
come before such meeting, shall be held at such place, date and time as shall be
fixed by the Board and designated in the notice or waive of notice of such
annual meeting; provided, however, that no annual meeting of stockholders need
be held if all actions, including the election of Directors, required by the
General Corporation Law of the State of Colorado (the "General Corporation Law")
to be taken at such annual meeting are taken by written consent in lieu of
meeting pursuant to Section hereof.
SECTION 2.02. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called by the Board or the
Chairman of the Board of the Corporation (the "Chairman"), the President of the
Corporation (the "President") or the Secretary of the Corporation (the
"Secretary"), to be held at such place, date and time as shall be designated in
the notice or waiver of notice thereof.
<PAGE> 10
2
SECTION 2.03. Notice of Meeting. (a) Except as otherwise
provided by law, written notice of each annual or special meeting of
stockholders stating the place, date and time of such meeting and, in the case
of a special meeting, the purpose or purposes for which such meeting is to be
held, shall be given personally to each recordholder of Shares (a "Stockholder")
entitled to vote thereat, not less than 10 nor more than 60 days before the date
of such meeting.
(b) Notice of a special meeting of Stockholders may be given
by the person or persons calling the meeting, or, upon the written request of
such person or persons, such notice shall be given by the Secretary on behalf of
such person or persons. If the person or persons calling a special meeting of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of Stockholders shall state the purpose or purposes
of such meeting.
SECTION 2.04. Waiver of Notice. Notice of any annual or
special meeting of Stockholders need not be given to any Stockholder who files a
written waiver of notice with the Secretary, signed by the person entitled to
notice, whether before or after such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of Stockholders need be specified
in any written waiver of notice thereof. Attendance of a Stockholder at a
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when such Stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds that the notice of such meeting was inadequate or
improperly given.
SECTION 2.05. Adjournments. Whenever a meeting of
Stockholders, annual or special, is adjourned to another date, time or place,
notice need not be given of the adjourned meeting if the date, time and place
thereof are announced at the meeting at which the adjournment is taken. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Stockholder entitled to vote thereat. At the adjourned meeting
any business may be transacted which might have been transacted at the original
meeting.
SECTION 2.06. Quorum. Except as otherwise provided by law or
the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the recordholders of a majority of the Shares entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of Stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at
any meeting of Stockholders, the Stockholders entitled to vote thereat may
adjourn the meeting from time to time in accordance with Section 2.05 hereof
until a quorum shall be present in person or by proxy.
<PAGE> 11
3
SECTION 2.07. Voting. Each Stockholder shall be entitled to
one vote for each Share held of record by such Stockholder. Except as otherwise
provided by law or the Certificate of Incorporation, when a quorum is present at
any meeting of Stockholders, the vote of the recordholders of a majority of the
Shares constituting such quorum shall decide any question brought before the
meeting.
SECTION 2.08. Proxies. Each Stockholder entitled to vote at a
meeting of Stockholders or to express, in writing, consent to or dissent from
any action of Stockholders without a meeting may authorize another person or
persons to act for such Stockholder by proxy. Such proxy shall be filed with the
Secretary before such meeting of Stockholders or such action of Stockholders
without a meeting, at such time as the Board may require. No proxy shall be
voted or acted upon more than three years from its date, unless the proxy
provides for a longer period.
SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any
action required by the General Corporation Law to be taken at any annual or
special meeting of Stockholders, and any action which may be taken at any annual
or special meeting of Stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the recordholders of Shares having not less
than the minimum number of votes necessary to authorize or take such action at a
meeting at which the recordholders of all Shares entitled to vote thereon were
present and voted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by the Stockholders.
SECTION 3.02. Number and Term of Office. The number of
Directors shall be four or such other number as shall be fixed from time to time
by the Board. Directors need not be Stockholders. Directors shall be elected at
the annual meeting of Stockholders or, if, in accordance with Section 2.01
hereof, no such annual meeting is held, by the written consent in lieu of
meeting pursuant to Section 2.09 hereof, and each Director shall hold office
until his successor is elected and qualified, or until his earlier death or
resignation or removal in the manner hereinafter provided.
<PAGE> 12
4
SECTION 3.03. Resignation. Any Director may resign at any time
by giving written notice to the Board, the Chairman or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman or the
Secretary, as the case may be. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 3.04. Removal. Any or all Directors may be removed,
with or without cause, at any time by vote of the recordholders of a majority of
the Shares then entitled to vote in an election of Directors, or by written
consent of the recordholders of Shares pursuant to Section 2.09 hereof.
SECTION 3.05. Vacancies. Vacancies occurring on the Board for
any reason including, without limitation, vacancies occurring as a result of the
creation of new directorships that increase the number of Directors, may be
filled by vote of the Board or by written consent of the Directors pursuant to
Section 3.08 hereof. If the number of Directors then in office is less than a
quorum, such other vacancies may be filled by vote of a majority of the
Directors then in office or by written consent of all such Directors pursuant to
Section 3.08 hereof. Unless earlier removed pursuant to Section 3.04, each
Director chosen in accordance with this Section 3.05 shall hold office until the
next annual election of Directors by the Stockholders and until his successor
shall be elected and qualified.
SECTION 3.06. Meetings. (a) Time of Meetings. Meetings of the
Board shall be held at such times as the Chairman, the President, the Secretary
or a majority of the Board shall from time to time determine.
(b) Notice of Meetings. The Secretary shall give written
notice to each Director of each meeting of the Board, which notice shall state
the place, date, time and purpose of the meeting. A written waiver of notice,
signed by the Director entitled to notice, whether before or after the time of
the meeting referred to in such waive, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of any meeting of the
Board need be specified in any written waiver of notice thereof. Attendance of a
Director at a meeting of the Board shall constitute a waiver of notice of such
meeting, except as provided by law.
(c) Place of Meetings. The Board may hold its meetings at such
place or places within or without the State of Colorado as the Board of the
Chairman may from time to time determine, or as shall be designated in the
respective notices or waivers of notice of such meetings.
(d) Quorum and Manner of Acting. A majority of the total
number of Directors then in office (but in no event less than two if the total
number of directorships,
<PAGE> 13
5
including vacancies, is greater than one, and in no event less than one-third of
the total number of directorships, including vacancies, constituting the entire
Board) shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and the
vote of a majority of those Directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of
the Board, except as otherwise expressly required by law, the Certificate of
Incorporation or these By-laws. In the absence of a quorum for any such meeting,
a majority of the Directors present thereat may adjourn such meeting from time
to time until a quorum is present.
(e) Organization, Agenda and Procedure. At each meeting of the
Board, one of the following shall act as chairman of the meeting and preside, in
the following order of precedence:
(i) the Chairman;
(ii) the President (if he is a Director);
(iii) any Director chosen by a majority of the Directors
present.
The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep
minutes thereof.
SECTION 3.07. Committees of the Board. The Board may, by
resolution passed by the majority of the whole Board, designate one or more
other committees, each committee to consist of one or more Directors. Any
committee of the Board, to the extent provided in such resolution of the Board
designating such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation. Each committee of the Board shall keep regular minutes of its
proceedings and report the same to the Board when so requested by the Board.
SECTION 3.08. Directors' Consent in Lieu of Meeting. Any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all members of the Board or such committee and such consent
is filed with the minutes of the proceedings of the Board or such committee.
SECTION 3.09. Action by Means of Telephone or Similar
Communications Equipment. Any one or more members of the Board, or of any
committee thereof, may participate in a meeting of the Board or such committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting
<PAGE> 14
6
can hear, and participation in a meeting by such means shall constitute presence
in person at such meeting.
ARTICLE IV
OFFICERS
SECTION 4.01. Offices. The officers of the Corporation shall
be the Chairman, the President, the Secretary and a Treasurer and may include
one or more Vice Presidents and one or more Assistant Secretaries and one or
more Assistant Treasurers. Any two or more offices may be held by the same
person.
SECTION 4.02. Authority and Duties. All officers shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-laws or, to the extent not so provided, by
resolution of the Board or, if appointed by the President, in such appointment.
SECTION 4.03. Term of Office, Resignation and Removal. (a)
Each officer shall be appointed by the Board and shall hold office for such term
as may be determined by the Board, except that the President may also appoint
any officer other than the Chairman or the President for such term as the
President may determine. Each officer shall hold office until his successor has
been appointed and qualified or his earlier death or resignation or removal in
the manner hereinafter provided.
(b) Any officer may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman, the
President or the Secretary, as the case may be. Unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.
(c) All officers and agents appointed by the Board shall be
subject to removal, with or without cause, at any time by the Board or by the
action of the recordholders of a majority of the Shares entitled to vote
thereon.
SECTION 4.04. The Chairman. The Chairman shall have the power
to call special meetings of Stockholders, to call special meetings of the Board
and, if present, to preside at all meetings of Stockholders and all meetings of
the Board. The Chairman shall perform all duties incident to the office of
Chairman of the Board and all such other duties as may from time to time be
assigned to him by the Board or these By-laws.
<PAGE> 15
7
SECTION 4.05. The President. The President shall be the chief
executive officer of the Corporation and shall have general and active
management and control of the business and affairs of the Corporation, subject
to the control of the Board, and shall see that all orders and resolutions of
the Board are carried into effect. The President shall perform all duties
incident to the office of President and all such other duties as may from time
to time be assigned to him by the Board or these By-laws.
SECTION 4.06. Vice-Presidents. Vice Presidents, if any, in the
order of their seniority or in any other order determined by the Board, shall
generally assist the President and perform such other duties as the Board or the
President shall prescribe, and in the absence of disability of the President,
shall perform the duties and exercise the powers of the President.
SECTION 4.07. The Secretary. The Secretary shall, to the
extent practicable, attend all meetings of the Board and all meetings of
Stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform the same duties for any
committee of the Board when so requested by such committee. He shall give or
cause to be given notice of all meetings of Stockholders and of the Board, shall
perform such other duties as may be prescribed by the Board, the Chairman or the
President and shall act under the supervision of the Chairman. He shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his signature or by the signature of the Treasurer
of the Corporation (the "Treasurer") or an Assistant Secretary or Assistant
Treasurer of the Corporation. He shall keep in safe custody the certificate
books and stockholder records and such other books and records of the
Corporation as the Board, the Chairman or the President may direct and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman or
the President.
SECTION 4.08. Assistant Secretaries. Assistant Secretaries of
the Corporation ("Assistant Secretaries"), if any, in order of seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.
SECTION 4.09. The Treasurer. The Treasurer shall have the care
and custody of all the funds of the Corporation and shall deposit such funds in
such banks or other depositories as the Board, or any officer or officers, or
any officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board and the President. He shall keep a full and accurate
account of all moneys received and paid on account of the Corporation and
<PAGE> 16
8
shall render a statement of his accounts whenever the Board, the Chairman or the
President shall so request. He shall perform all other necessary actions and
duties in connection with the administration of the financial affairs of the
Corporation and shall generally perform all the duties usually appertaining to
the office of treasurer of a corporation. When required by the Board, he shall
give bonds for the faithful discharge of his duties in such sums and with such
sureties as the Board shall approve.
SECTION 4.10. Assistant Treasurers. Assistant Treasurers of
the Corporation ("Assistant Treasurers"), if any, in order of seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
ARTICLE V
CHECKS, DRAFTS, NOTES AND PROXIES
SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.
SECTION 5.02. Execution of Proxies. The Chairman or the
President, or, in the absence of disability of both of them, any Vice President,
may authorized, from time to time, the execution and issuance of proxies to vote
shares of stock or other securities of other corporations held of record by the
Corporation and the execution of consents to action taken or to be taken by any
such corporation. All such proxies and consents, unless otherwise authorized by
the Board, shall be signed in the name of the Corporation by the Chairman, the
President of any Vice President.
ARTICLE VI
SHARES AND TRANSFER OF SHARES
SECTION 6.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board. Certificates shall be issued in consecutive order and shall be numbered
in the order of their issue, and shall be signed by the Chairman, the President
or any Vice President and by the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. If such certificate is manually
<PAGE> 17
9
signed by one such officer, any other signature on the certificate may be a
facsimile. In the event any such other officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office or to be employed by the Corporation before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such officer had held such office on the date of issue.
SECTION 6.02. Stock Ledger. A stock ledger in one or more
counterparts shall be kept by the Secretary, in which shall be recorded the name
and address of each person, firm or corporation owning the Shares evidenced by
each certificate evidencing Shares issued by the Corporation, the number of
Shares evidenced by such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation. Except as otherwise expressly
required by law, the person in whose name Shares stand on the stock ledger of
the Corporation shall be deemed the owner and recordholder thereof for all
purposes.
SECTION 6.03. Transfer of Stock. Registration of transfers of
Shares shall be made only in the stock ledger of the Corporation upon request of
the registered holder of such shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authority of signatures as the Corporation may reasonably require.
SECTION 6.04. Addresses of Stockholders. Each Stockholder
shall designate to the Secretary an address at which notices of meetings and all
other corporate notices may be served or mailed to such Stockholder, and, if any
Stockholder shall fail to so designate such an address, corporate notices may be
served upon such Stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such Stockholder.
SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each
recordholder of Shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
Share or Shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction, upon satisfactory proof of such loss, theft
or destruction, and the Board may, in its discretion, require the recordholder
of the Shares evidenced by the lost, stolen or destroyed certificate or his
legal representative to give the Corporation a bond sufficient to indemnify the
Corporation against any claim made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
<PAGE> 18
10
SECTION 6.06. Regulations. The Board may make such other rules
and regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
Shares.
SECTION 6.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the Stockholders entitled to
notice of or to vote at any meeting of Stockholders or any adjournment thereof,
or to express consent to, or to dissent form, corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other such action. A determination of the
Stockholders entitled to notice or to vote at a meeting of Stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.
ARTICLE VII
SEAL
SECTION 7.01. Seal. The Board may approve and adopt a suitable
corporate seal, which shall bear the full name of the Corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 8.01. Fiscal Year. The fiscal year of the Corporation
shall end on the thirty-first day of December of each year unless changed by
resolution of the Board.
ARTICLE IX
AMENDMENTS
SECTION 9.01. Amendments. Any By-law (including these By-laws)
may be adopted, amended or repealed by the vote of the recordholders of a
majority of the Shares then entitled to vote at an election of Directors or by
written consent of Stockholders pursuant to Section 2.09 hereof, or by vote of
the Board or by a written consent of Directors pursuant to Section 3.08 hereof.
<PAGE> 19
SECTION 321(b) CONSENT
PURSUANT TO Section 321(b) of the Trust Indenture Act of 1939, as amended,
American Securities Transfer & Trust, Inc. consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
requests therefor.
EXECUTED this 10 day of December, 1998.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By /s/ DEBBIE SORHEIM
-------------------------------
Name: Debbie Sorheim
--------------------------
Title: Treasurer
-------------------------
<PAGE> 20
REPORT OF CONDITION
- --------------------------------------------------------------------------------
NON-DEPOSIT TRUST COMPANY
CONSOLIDATED REPORT OF CONDITION AND INCOME
FOR THE PERIOD ENDING SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
CHARTER NUMBER 13
----------
American Securities Transfer & Trust, Inc.
- --------------------------------------------------------------------------------
(Legal Title of Trust Company)
Denver, Colorado 80202 Denver
- --------------------------------------------------------------------------------
(City) (State) (Zip Code) (County)
CONSOLIDATED REPORT OF CONDITION FOR TRUST COMPANIES AS OF: 30-Sep-98
--------------------
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.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS BOOK VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- --------------------------
ASSETS
- --------------------------
1. Cash and balances due from depository institutions: $ 1,739
--------------
2. Fee receivable 465
--------------
a. Receivable (from Schedule A) 513
----------
b. LESS: Reserve for bad debt 48
----------
3. Securities (from Schedule B, column A) --
--------------
4. Premises and fixed assets (net of depreciation) 300
--------------
5. Capitalized leases --
--------------
6. Investments in unconsolidated subsidiaries and associated companies --
--------------
7. Prepaid expense 10
--------------
8. Intangible assests 360
--------------
9. Other assets (from Schedule C) 430
--------------
10. TOTAL ASSETS (sum of items 1 through 9) 3,304
==============
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
LIABILITIES
- --------------------------
11. Accounts payable 100
--------------
12. Notes and debentures payable --
--------------
13. Obligations under capitalized leases --
--------------
14. Other borrowed money --
--------------
15. Other liabilities (from Schedule D) 466
--------------
16. Limited-life preferred stock and related surplus --
--------------
17. TOTAL LIABILITIES (sum of items 11 through 16) 566
--------------
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
EQUITY CAPITAL
- --------------------------
18. Perpetual preferred stock and related surplus 1,000
--------------
19. Common stock 605
--------------
20. Surplus --
--------------
21. Undivided profits and capital reserves 1,133
--------------
22. Total equity capital (sum of items 18 through 21) 2,738
--------------
23. TOTAL LIABILITIES AND EQUITY CAPITAL (sum of items 17 and 22) $ 3,304
==============
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
FOOTNOTES
- --------------------------
24. TOTAL TRUST ASSETS 34,716
==============
a. Discretionary account assets --
----------
b. Non-discretionary account assets 34,716
-------------------------
25. Number of Trust Accounts (actual) 111
--------------
</TABLE>
<PAGE> 21
SCHEDULE A-D
CHARTER NUMBER 13
---
- --------------------------------------------------------------------------------
SCHEDULE A - FEE RECEIVABLES DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<S> <C>
1 Current Receivables (0-30 Days) 195
----------
2 Past due 30-89 days and still accruing 226
----------
3 Past due 90 or more days and still accruing 92
----------
4 Non-accrual
----------
5 TOTAL FEE RECEIVABLE (must equal Report of Condition, item 2a) 513
==========
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE B - SECURITIES DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<CAPTION>
(Column A) (Column B)
Book Value Market Value
<S> <C> <C>
1. U.S. Treasury Securities - -
------------ -------------
2. U.S. Government agencies and corporation obligations - -
------------ -------------
3. Securities issued by state and political subdivisions in the U.S. - -
------------ -------------
4. Other Debt Securities - -
------------ -------------
5. Equity Securities - -
------------ -------------
6. Investment in Mutual Funds - -
------------ -------------
7. TOTAL (sum of items 1 through 6, must equal Report of
Condition, item 3) - -
============ =============
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE C - OTHER ASSETS DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<S> <C> <C>
1. Net deferred income taxes (if debit balance) -
-------------
2. Other (itemized amounts greater than $25,000 that exceed 25 per cent of item 3 of
this schedule) 430
-------------
EDP Software 427
-------------------------------------------------------------- -----------
Deposit 3
-------------------------------------------------------------- -----------
-------------------------------------------------------------- -----------
3. TOTAL (sum of items 1 through 2 must equal Report of Condition item 9) 430
=============
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE D - OTHER LIABILITIES DOLLAR AMOUNTS IN THOUSANDS
- ------------------------------
<TABLE>
<S> <C> <C>
1. Expenses accrued and unpaid (includes accrued interest payable and income taxes
payable) 239
-------------
2. Net deferred income taxes (if credit balance) 227
-------------
3. Minority interest in consolidated subsidiaries -
-------------
4. Other (itemize amounts greater than $25,000 that exceed 25 per cent of item 5 of
this schedule) -
-------------
- --------------------------------------------------------------------------- ------------
- --------------------------------------------------------------------------- ------------
- --------------------------------------------------------------------------- ------------
5. TOTAL (sum of items 1 through 4 must equal Report of Condition, item 15) 466
=============
</TABLE>
<PAGE> 22
REPORT OF INCOME
CHARTER NUMBER 13
-----------
- --------------------------------------------------------------------------------
CONSOLIDATED REPORT OF INCOME FOR THE PERIOD
JANUARY 1, 1998, THROUGH SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
Report in accordance with instructions all income and expenses of the trust
company for the calendar year-to-date. ALL SCHEDULES ARE TO BE REPORTED IN
THOUSANDS OF DOLLARS.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
INCOME DOLLAR AMOUNTS IN THOUSANDS
- --------------------------------------
<S> <C> <C>
1. Trust administrative fee income 187
-------------
a. Personal trusts -
------------
b. Employee benefit accounts -
------------
c. Corporate accounts 187
------------
d. Other: -
------------------------------------------------- ------------
------------------------------------------------- ------------
2. Interest and dividend income earned (Corporate) 112
-------------
3. Other Income (provide details) 3,450
-------------
a. Transfer Agent Income 3,450
-------------------------------------------------- ------------
b.
-------------------------------------------------- ------------
c.
-------------------------------------------------- ------------
4. TOTAL INCOME (lines 1 through 3) 3,749
-------------
- --------------------------------------
EXPENSES
- --------------------------------------
5. Salaries and employee benefits 1,839
-------------
6. Occupancy expenses 378
-------------
7. Contracted outside servicing expenses (provide details) 153
-------------
a. Computer Services 67
-------------------------------------------------- ------------
b. Computer Networking 86
-------------------------------------------------- ------------
c.
-------------------------------------------------- ------------
8. Other expenses 827
-------------
9. Provisions for uncollected fees (22)
-------------
10. Total expenses (lines 5 through 9) 3,175
-------------
11. Net income (Loss) - before taxes, extraordinary items, and other adjustments 574
-------------
12. Gains (or Losses) from securities sold -
-------------
13. Applicable income taxes 373
-------------
14. Other adjustments (describe) -
-------------
15. NET INCOME (Loss) 201
-------------
16. LESS: Other charges (credits) to undivided profits
a. Cash dividends declared 31
------------
b. Other (describe)
------------
17. Increase (Decrease) in undivided profits 170
=============
</TABLE>
<PAGE> 23
CAPITAL ADEQUACY
CHARTER NUMBER 13
-----------
- -------------------------------------------------------------------
CAPITAL ADEQUACY WORKSHEET
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------
PART 1 - MINIMUM CAPITAL REQUIRED DOLLAR AMOUNTS IN THOUSANDS
- -------------------------------------------------------------------
<S> <C> <C> <C>
1. Discretionary account assets (Must equal Report of
Condition, item 24a) $ -- X .0025 $ --
----------------- ----------------
2. Non-discrestionary account assets (Must equal
Report of Condition, item 24b) $ 34,716 X .00125 $ 43
----------------- ----------------
3. TOTAL (sum of items 1 and 2, must equal Report of
Condition, item 24) $ 34,716 $ 43
================= ----------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------
PART 2 - TOTAL CAPITAL AVAILABLE DOLLAR AMOUNTS IN THOUSANDS
- -------------------------------------------------------------------
<S> <C>
1. Total equity capital from line22, page 1. $ 2,738
----------------
2. Deductions from Capital:
a. Goodwill and other non-qualifying intangible assets $ 360
----------------
b. Investments in unconsolidated banking and finance subsidiaries $ --
----------------
c. Reciprocal holdings of capital instruments $ --
----------------
TOTAL CAPITAL AVAILABLE (must equal or exceed item 3, above) $ 2,378
================
</TABLE>
- --------------------------------------------------------------------------------
ELIGIBLE SECURITIES DEPOSITED WITH CUSTODIAN PURSUANT TO RULE TC-17.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
a. b. c. d. e.
------------------------------------------------------------------------------------------------
CUSIP DESCRIPTION BANK MARKET CUSTODIAN
VALUE VALUE NAME AND ADDRESS
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Certificate of
N/A Deposit $ 250,000 $ 250,000 Bank One, Denver N.A.
------------------------------------------------------------------------------------------------
1125 17th Street
# 7187144 Denver, CO 80202-2088
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
TOTAL: $ 250,000
==============================
</TABLE>
<PAGE> 24
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
<PAGE> 25
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
<PAGE> 26
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ R.M. MACKENZIE /s/ P. LABLANC
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
R.M. Mackenzie P. LaBlanc
<PAGE> 1
Registration No. 333-66153
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO
SECTION 305(b)(2) ______
AMERICAN SECURITIES TRANSFER & TRUST, INC.
------------------------------------------
(Exact name of trustee as specified in its charter)
COLORADO 84-1099450
-------- ----------
(State of incorporation or organization (I.R.S. Employer
if not a U.S. National Bank) Identification No.)
938 QUAIL STREET, SUITE 100
LAKEWOOD, COLORADO 80215
---------------------------
(Address of principal executive offices)
IAN YEWER, PRESIDENT WITH COPY TO: PATRICK J. RUSSELL, ESQ.
AMERICAN SECURITIES TRANSFER VINTON NISSLER ALLEN &
& TRUST, INC. VELLONE, P.C.
938 QUAIL STREET, SUITE 101 1600 STOUT STREET, # 1100
LAKEWOOD, COLORADO 80215 DENVER, COLORADO 80202
(303) 234-5300 (303) 534-4499
(Name, address and telephone number of agent for service)
UNION BANKSHARES, LTD.
----------------------
(Exact name of obligor as specified in its charter)
COLORADO 84-0986148
-------- ----------
(State or other jurisdication of (I.R.S. Employer
incorporation or organization) Identification No.)
1825 LAWRENCE STREET, SUITE 444
DENVER, COLORADO 80202
- ------------------------------- -----
(Address of principal executive offices) (Zip Code)
UNION BANKSHARES, LTD. GUARANTEE WITH RESPECT TO
% CUMULATIVE TRUST PREFERRED SECURITIES
------------------------------------------------
(Title of indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION
Furnish the following information as to the trustee:
(a) The name and address of each examining or supervising authority to
which it is subject:
Colorado Dept. of Regulatory Agencies
Division of Banking
1560 Broadway, Suite 1175
Denver, Colorado 80202
(b) Whether it is authorized to exercise corporate trust powers:
American Securities Transfer & Trust, Inc. is authorized to
exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the trustee and
upon information furnished by the obligor, the obligor, Union Bankshares, Ltd.,
is not an affiliate of the trustee, American Securities Transfer & Trust, Inc.,
and there are no intermediary affiliates.
ITEM 16. LIST OF EXHIBITS.
The following exhibits are filed as part of this Statement of
Eligibility:
1. Copy of Restated and Amended Articles of Incorporation of
American Securities Transfer & Trust, Inc.
2. Copy of Charter issued by the Division of Banking, State of Colorado
providing authority to conduct trust business.
4. Copy of Bylaws of American Securities Transfer & Trust,
Inc.
5. Consent of American Securities Transfer & Trust, Inc. required by
Section 321(b) of the Trust Indenture Act.
7. Copy of the most recent Non-Deposit Trust Company Consolidated
Report of Condition and Income of American Securities Transfer & Trust, Inc. for
the period ending September 30, 1998.
<PAGE> 3
SIGNATURES
PURSUANT TO the requirements of the Trust Indenture Act of 1939, the
trustee, American Securities Transfer & Trust, Inc., a trust company organized
and existing under the laws of the State of Colorado, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the city of Denver and State of Colorado on
the day of December, 1998.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By /s/ Debbie Sorheim
--------------------------------------
Name: Debbie Sorheim
Title: Treasurer
<PAGE> 4
RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN SECURITIES TRANSFER & TRUST, INC.
These Restated Articles of Incorporation for American Securities
Transfer & Trust, Inc., correctly set forth the provisions of the Articles of
Incorporation of American Securities Transfer & Trust, Inc. All amendments to
the Articles of Incorporation set forth in these Restated Articles of
Incorporation have been approved by a vote of the shareholders, and the number
of shares voted for these Restated Articles of Incorporation and all amendments
set forth herein was sufficient for approval. These Restated Articles of
Incorporation hereby supersede the original Articles of Incorporation and all
amendments thereto.
ARTICLE I
NAME
The name of the corporation is American Securities Transfer & Trust,
Inc.
ARTICLE II
PERIOD OF DURATION
The period of duration of the corporation is perpetual.
ARTICLE III
PURPOSES
The Trust Company shall have and may exercise all of the rights, powers
and privileges now or hereafter conferred upon Trust Companies organized under
the Colorado Trust Company Act, Article 23 of Title 11, Colorado Revised
Statutes. In addition, the Trust Company may do everything necessary, suitable
or proper for the accomplishment of any of its corporate purposes subject to the
Colorado Trust Company Act.
ARTICLE IV
AUTHORIZED STOCK
The aggregate number of shares which the corporation shall have
authority to issue is 125,000,000 shares of which 100,000,000 shares shall be
designated common shares with no par value and 25,000,000 shares shall be
designated preferred shares with $1.00 par value.
<PAGE> 5
ARTICLE V
RIGHTS AND PREFERENCES
The relative rights, preferences, privileges and limitations of the
shares of each class of stock of the corporation are as follows:
(a) Dividends. The holders of preferred shares, in preference and
priority to the holders of common shares, shall be entitled to receive, when and
as declared by the Board of Directors, noncumulative dividends at a rate to be
determined by the Board of Directors, payable to shareholders of record at the
close of business on such date preceding the payment thereof as may be fixed by
the Board of Directors on declaring any such dividend. Such dividend shall not
be cumulative and the holders of preferred shares shall have no right to such
dividend even though the corporation has funds legally available for the payment
of dividends unless the same shall have been declared by the Board of Directors,
but such dividends shall be paid or declared and set apart for payment in any
year before dividends for such year are declared and paid on the common stock.
(b) Redemption. The corporation, at the option of the Board of
Directors, may redeem the whole, or from time to time, may redeem any part of
the preferred shares on any dividend date by paying therefore in cash the sum of
$1.00 per share, plus an amount equal to all dividends thereon declared but
unpaid on the date fixed for redemption, such sum being hereinafter referred to
as the redemption price. At least 30 days previous notice by certified or
registered mail, postage prepaid, shall be given to the holders of record of the
preferred shares to be redeemed, such notice to be addressed to each such
shareholder at his post office address as shown by the records of the
corporation. On the date fixed for redemption and stated in such notice, each
holder of preferred shares called for redemption shall surrender his certificate
for such shares to the corporation at the place designated in such notice and
shall thereupon be entitled to receive payment of the redemption price. If less
than all the shares represented by any such surrendered certificate are so
redeemed, a new certificate shall be issued representing the unredeemed shares.
If such notice or redemption shall have been duly given, and if, on or before
the date fixed for redemption, funds necessary for the redemption shall have
been set aside so as to be and continue available therefore, then,
notwithstanding that the certificate evidencing the preferred shares so called
for redemption shall not have been surrendered, no dividends shall be payable on
such shares after the date fixed for redemption and all rights with respect to
the shares so called for redemption shall forthwith, after such date terminate,
except only the right of the holders to receive the redemption price thereof
without interest. At any time after giving notice of redemption of all or any
part of the preferred shares, the corporation may deposit with a bank or trust
company, as a trust fund for the
- 2 -
<PAGE> 6
benefit of the holders of the shares called for redemption, an amount in cash
sufficient to pay the redemption price form such fund upon surrender of the
certificates. Subject to the provisions hereof, the Board of Directors shall
have the authority to prescribe the manner in which all or any part of the
outstanding preferred shares shall be redeemed.
(c) Liquidation or Dissolution. In the event of the voluntary
liquidation or dissolution of the corporation, the holder of preferred shares
shall be entitled to receive out of the assets of the corporation, whether such
assets are capital or surplus the sum of $1.00 per share and a further amount
equal to any dividends thereon declared and unpaid to the date of such
distribution, and no more, before any payment shall be made or any assets
distributed to the holder of common shares. In the event of the involuntary
liquidation or dissolution of the corporation, the holders of preferred shares
shall be entitled to receive out of assets of the corporation, whether such
assets are capital or surplus, the sum of $1.00 per share and a further amount
equal to the dividends declared and unpaid thereon to the date of such
distribution, and no more, before any payment shall be made or any assets
distributed to the holders of common shares. If, upon any liquidation or
dissolution, whether voluntary or involuntary, the assets thus distributed among
the holders of preferred shares are insufficient to permit the payment to such
shareholders of the full preferential distributed shall be distributed ratably
among the holders of preferred shares. After payment or distribution to the
holders of preferred shares of such preferential amounts, the holders of common
shares shall be entitled to receive ratably all the remaining assets of the
corporation. A consolidation or merger of this corporation with or into any
other corporation or corporations shall not be deemed to be a liquidation or
dissolution within the meaning of this clause.
(d) Voting Rights. The holders of preferred shares shall not be
entitled to vote.
ARTICLE VI
PREEMPTIVE RIGHTS
No shareholder shall have any preemptive right to purchase, subscribe
for or otherwise acquire any shares of stock of the corporation or securities
exchangeable for or convertible into shares or carrying any other stock purchase
warrants, options or privileges.
ARTICLE VII
CUMULATIVE VOTING
Cumulative voting of shares in the election of directors of the
corporation shall not be permitted.
- 3 -
<PAGE> 7
ARTICLE VII
DIRECTORS
The personal liability of the directors of the corporation for breaches
of fiduciary care owed to the corporation shall be eliminated or, in the
alternative, limited to the maximum extent the elimination or limitation of
personal liabilities of directors is permitted by the Colorado Business
Corporation Act, as amended from time to time, as well as by any other statutory
provisions that now or hereafter expand upon the elimination of limitation of
such liability. The corporation shall indemnify directors of the corporation
against liability and advance expenses to directors of the corporation to the
maximum extent permitted by and in accordance with the Colorado Business
Corporation Act, as amended from time to time.
These Restated Articles of Incorporation are executed as of the 21st
day of June, 1996.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
a Colorado corporation
/s/ Charles R. Harrison
ATTEST: ------------------------------------------
Charles R. Harrison, President
/s/ Bruce E. Hall
- -------------------------------
Bruce E. Hall, Secretary
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER)
The foregoing was acknowledged before me this 21st day of June, 1996,
by Charles R. Harrison, as President, and Bruce E. Hall, as Secretary, of
American Securities Transfer & Trust, Inc.
Witness my hand and official seal.
My commission expires: 10-11-99
----------
/s/ Lori Zimmerman
-------------------------
Notary Public
- 4 -
<PAGE> 8
CHARTER
STATE OF COLORADO
OFFICE OF
STATE BANK COMMISSIONER
Know All Men By These Presents,
That the undersigned State Bank Commissioner of the State
of Colorado does hereby certify that
AMERICAN SECURITIES TRANSFER & TRUST, INC of Denver, State
Colorado, has been organized pursuant to the applicable provisions of
Colorado Revised Statutes and all laws amendatory thereto and
that it is hereby authorized to conduct a trust business under the laws
of this State.
IN TESTIMONY WHEREOF, I have hereunto subscribed by name
and affixed the official seal of the State Bank Commissioner
of Colorado at Denver, Colorado this Twenty-third day of
September, 1996 Nunc Pro Tunc 05/10/96.
/s/ Richard Fulkerson
------------------------------
Acting State Bank Commissioner
CHARTER NO. 13
Revised Charter-Name Change
<PAGE> 9
BY-LAWS
OF
AMERICAN SECURITIES TRANSFER & TRUST, INC.
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of
American Securities Transfer & Trust, Inc. (the "Corporation") in the State of
Colorado shall be 1825 Lawrence Street, Denver, Colorado 80202.
SECTION 1.02. Other Offices. The Corporation may also have an
office or offices at any other places or places, within or without the State of
Colorado as the Board of Directors of the Corporation (the "Board") may from
time to time determine or the business of the Corporation may from time to time
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Annual Meetings. The annual meetings of
stockholders of the Corporation for the election of directors of the Corporation
("Directors"), and for the transaction of such other business as may properly
come before such meeting, shall be held at such place, date and time as shall be
fixed by the Board and designated in the notice or waive of notice of such
annual meeting; provided, however, that no annual meeting of stockholders need
be held if all actions, including the election of Directors, required by the
General Corporation Law of the State of Colorado (the "General Corporation Law")
to be taken at such annual meeting are taken by written consent in lieu of
meeting pursuant to Section hereof.
SECTION 2.02. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called by the Board or the
Chairman of the Board of the Corporation (the "Chairman"), the President of the
Corporation (the "President") or the Secretary of the Corporation (the
"Secretary"), to be held at such place, date and time as shall be designated in
the notice or waiver of notice thereof.
<PAGE> 10
2
SECTION 2.03. Notice of Meeting. (a) Except as otherwise
provided by law, written notice of each annual or special meeting of
stockholders stating the place, date and time of such meeting and, in the case
of a special meeting, the purpose or purposes for which such meeting is to be
held, shall be given personally to each recordholder of Shares (a "Stockholder")
entitled to vote thereat, not less than 10 nor more than 60 days before the date
of such meeting.
(b) Notice of a special meeting of Stockholders may be given
by the person or persons calling the meeting, or, upon the written request of
such person or persons, such notice shall be given by the Secretary on behalf of
such person or persons. If the person or persons calling a special meeting of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of Stockholders shall state the purpose or purposes
of such meeting.
SECTION 2.04. Waiver of Notice. Notice of any annual or
special meeting of Stockholders need not be given to any Stockholder who files a
written waiver of notice with the Secretary, signed by the person entitled to
notice, whether before or after such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of Stockholders need be specified
in any written waiver of notice thereof. Attendance of a Stockholder at a
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when such Stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds that the notice of such meeting was inadequate or
improperly given.
SECTION 2.05. Adjournments. Whenever a meeting of
Stockholders, annual or special, is adjourned to another date, time or place,
notice need not be given of the adjourned meeting if the date, time and place
thereof are announced at the meeting at which the adjournment is taken. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Stockholder entitled to vote thereat. At the adjourned meeting
any business may be transacted which might have been transacted at the original
meeting.
SECTION 2.06. Quorum. Except as otherwise provided by law or
the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the recordholders of a majority of the Shares entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of Stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at
any meeting of Stockholders, the Stockholders entitled to vote thereat may
adjourn the meeting from time to time in accordance with Section 2.05 hereof
until a quorum shall be present in person or by proxy.
<PAGE> 11
3
SECTION 2.07. Voting. Each Stockholder shall be entitled to
one vote for each Share held of record by such Stockholder. Except as otherwise
provided by law or the Certificate of Incorporation, when a quorum is present at
any meeting of Stockholders, the vote of the recordholders of a majority of the
Shares constituting such quorum shall decide any question brought before the
meeting.
SECTION 2.08. Proxies. Each Stockholder entitled to vote at a
meeting of Stockholders or to express, in writing, consent to or dissent from
any action of Stockholders without a meeting may authorize another person or
persons to act for such Stockholder by proxy. Such proxy shall be filed with the
Secretary before such meeting of Stockholders or such action of Stockholders
without a meeting, at such time as the Board may require. No proxy shall be
voted or acted upon more than three years from its date, unless the proxy
provides for a longer period.
SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any
action required by the General Corporation Law to be taken at any annual or
special meeting of Stockholders, and any action which may be taken at any annual
or special meeting of Stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the recordholders of Shares having not less
than the minimum number of votes necessary to authorize or take such action at a
meeting at which the recordholders of all Shares entitled to vote thereon were
present and voted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by the Stockholders.
SECTION 3.02. Number and Term of Office. The number of
Directors shall be four or such other number as shall be fixed from time to time
by the Board. Directors need not be Stockholders. Directors shall be elected at
the annual meeting of Stockholders or, if, in accordance with Section 2.01
hereof, no such annual meeting is held, by the written consent in lieu of
meeting pursuant to Section 2.09 hereof, and each Director shall hold office
until his successor is elected and qualified, or until his earlier death or
resignation or removal in the manner hereinafter provided.
<PAGE> 12
4
SECTION 3.03. Resignation. Any Director may resign at any time
by giving written notice to the Board, the Chairman or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman or the
Secretary, as the case may be. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 3.04. Removal. Any or all Directors may be removed,
with or without cause, at any time by vote of the recordholders of a majority of
the Shares then entitled to vote in an election of Directors, or by written
consent of the recordholders of Shares pursuant to Section 2.09 hereof.
SECTION 3.05. Vacancies. Vacancies occurring on the Board for
any reason including, without limitation, vacancies occurring as a result of the
creation of new directorships that increase the number of Directors, may be
filled by vote of the Board or by written consent of the Directors pursuant to
Section 3.08 hereof. If the number of Directors then in office is less than a
quorum, such other vacancies may be filled by vote of a majority of the
Directors then in office or by written consent of all such Directors pursuant to
Section 3.08 hereof. Unless earlier removed pursuant to Section 3.04, each
Director chosen in accordance with this Section 3.05 shall hold office until the
next annual election of Directors by the Stockholders and until his successor
shall be elected and qualified.
SECTION 3.06. Meetings. (a) Time of Meetings. Meetings of the
Board shall be held at such times as the Chairman, the President, the Secretary
or a majority of the Board shall from time to time determine.
(b) Notice of Meetings. The Secretary shall give written
notice to each Director of each meeting of the Board, which notice shall state
the place, date, time and purpose of the meeting. A written waiver of notice,
signed by the Director entitled to notice, whether before or after the time of
the meeting referred to in such waive, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of any meeting of the
Board need be specified in any written waiver of notice thereof. Attendance of a
Director at a meeting of the Board shall constitute a waiver of notice of such
meeting, except as provided by law.
(c) Place of Meetings. The Board may hold its meetings at such
place or places within or without the State of Colorado as the Board of the
Chairman may from time to time determine, or as shall be designated in the
respective notices or waivers of notice of such meetings.
(d) Quorum and Manner of Acting. A majority of the total
number of Directors then in office (but in no event less than two if the total
number of directorships,
<PAGE> 13
5
including vacancies, is greater than one, and in no event less than one-third of
the total number of directorships, including vacancies, constituting the entire
Board) shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and the
vote of a majority of those Directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of
the Board, except as otherwise expressly required by law, the Certificate of
Incorporation or these By-laws. In the absence of a quorum for any such meeting,
a majority of the Directors present thereat may adjourn such meeting from time
to time until a quorum is present.
(e) Organization, Agenda and Procedure. At each meeting of the
Board, one of the following shall act as chairman of the meeting and preside, in
the following order of precedence:
(i) the Chairman;
(ii) the President (if he is a Director);
(iii) any Director chosen by a majority of the Directors
present.
The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep
minutes thereof.
SECTION 3.07. Committees of the Board. The Board may, by
resolution passed by the majority of the whole Board, designate one or more
other committees, each committee to consist of one or more Directors. Any
committee of the Board, to the extent provided in such resolution of the Board
designating such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation. Each committee of the Board shall keep regular minutes of its
proceedings and report the same to the Board when so requested by the Board.
SECTION 3.08. Directors' Consent in Lieu of Meeting. Any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all members of the Board or such committee and such consent
is filed with the minutes of the proceedings of the Board or such committee.
SECTION 3.09. Action by Means of Telephone or Similar
Communications Equipment. Any one or more members of the Board, or of any
committee thereof, may participate in a meeting of the Board or such committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting
<PAGE> 14
6
can hear, and participation in a meeting by such means shall constitute presence
in person at such meeting.
ARTICLE IV
OFFICERS
SECTION 4.01. Offices. The officers of the Corporation shall
be the Chairman, the President, the Secretary and a Treasurer and may include
one or more Vice Presidents and one or more Assistant Secretaries and one or
more Assistant Treasurers. Any two or more offices may be held by the same
person.
SECTION 4.02. Authority and Duties. All officers shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-laws or, to the extent not so provided, by
resolution of the Board or, if appointed by the President, in such appointment.
SECTION 4.03. Term of Office, Resignation and Removal. (a)
Each officer shall be appointed by the Board and shall hold office for such term
as may be determined by the Board, except that the President may also appoint
any officer other than the Chairman or the President for such term as the
President may determine. Each officer shall hold office until his successor has
been appointed and qualified or his earlier death or resignation or removal in
the manner hereinafter provided.
(b) Any officer may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman, the
President or the Secretary, as the case may be. Unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.
(c) All officers and agents appointed by the Board shall be
subject to removal, with or without cause, at any time by the Board or by the
action of the recordholders of a majority of the Shares entitled to vote
thereon.
SECTION 4.04. The Chairman. The Chairman shall have the power
to call special meetings of Stockholders, to call special meetings of the Board
and, if present, to preside at all meetings of Stockholders and all meetings of
the Board. The Chairman shall perform all duties incident to the office of
Chairman of the Board and all such other duties as may from time to time be
assigned to him by the Board or these By-laws.
<PAGE> 15
7
SECTION 4.05. The President. The President shall be the chief
executive officer of the Corporation and shall have general and active
management and control of the business and affairs of the Corporation, subject
to the control of the Board, and shall see that all orders and resolutions of
the Board are carried into effect. The President shall perform all duties
incident to the office of President and all such other duties as may from time
to time be assigned to him by the Board or these By-laws.
SECTION 4.06. Vice-Presidents. Vice Presidents, if any, in the
order of their seniority or in any other order determined by the Board, shall
generally assist the President and perform such other duties as the Board or the
President shall prescribe, and in the absence of disability of the President,
shall perform the duties and exercise the powers of the President.
SECTION 4.07. The Secretary. The Secretary shall, to the
extent practicable, attend all meetings of the Board and all meetings of
Stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform the same duties for any
committee of the Board when so requested by such committee. He shall give or
cause to be given notice of all meetings of Stockholders and of the Board, shall
perform such other duties as may be prescribed by the Board, the Chairman or the
President and shall act under the supervision of the Chairman. He shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his signature or by the signature of the Treasurer
of the Corporation (the "Treasurer") or an Assistant Secretary or Assistant
Treasurer of the Corporation. He shall keep in safe custody the certificate
books and stockholder records and such other books and records of the
Corporation as the Board, the Chairman or the President may direct and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman or
the President.
SECTION 4.08. Assistant Secretaries. Assistant Secretaries of
the Corporation ("Assistant Secretaries"), if any, in order of seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.
SECTION 4.09. The Treasurer. The Treasurer shall have the care
and custody of all the funds of the Corporation and shall deposit such funds in
such banks or other depositories as the Board, or any officer or officers, or
any officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board and the President. He shall keep a full and accurate
account of all moneys received and paid on account of the Corporation and
<PAGE> 16
8
shall render a statement of his accounts whenever the Board, the Chairman or the
President shall so request. He shall perform all other necessary actions and
duties in connection with the administration of the financial affairs of the
Corporation and shall generally perform all the duties usually appertaining to
the office of treasurer of a corporation. When required by the Board, he shall
give bonds for the faithful discharge of his duties in such sums and with such
sureties as the Board shall approve.
SECTION 4.10. Assistant Treasurers. Assistant Treasurers of
the Corporation ("Assistant Treasurers"), if any, in order of seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
ARTICLE V
CHECKS, DRAFTS, NOTES AND PROXIES
SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.
SECTION 5.02. Execution of Proxies. The Chairman or the
President, or, in the absence of disability of both of them, any Vice President,
may authorized, from time to time, the execution and issuance of proxies to vote
shares of stock or other securities of other corporations held of record by the
Corporation and the execution of consents to action taken or to be taken by any
such corporation. All such proxies and consents, unless otherwise authorized by
the Board, shall be signed in the name of the Corporation by the Chairman, the
President of any Vice President.
ARTICLE VI
SHARES AND TRANSFER OF SHARES
SECTION 6.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board. Certificates shall be issued in consecutive order and shall be numbered
in the order of their issue, and shall be signed by the Chairman, the President
or any Vice President and by the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. If such certificate is manually
<PAGE> 17
9
signed by one such officer, any other signature on the certificate may be a
facsimile. In the event any such other officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office or to be employed by the Corporation before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such officer had held such office on the date of issue.
SECTION 6.02. Stock Ledger. A stock ledger in one or more
counterparts shall be kept by the Secretary, in which shall be recorded the name
and address of each person, firm or corporation owning the Shares evidenced by
each certificate evidencing Shares issued by the Corporation, the number of
Shares evidenced by such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation. Except as otherwise expressly
required by law, the person in whose name Shares stand on the stock ledger of
the Corporation shall be deemed the owner and recordholder thereof for all
purposes.
SECTION 6.03. Transfer of Stock. Registration of transfers of
Shares shall be made only in the stock ledger of the Corporation upon request of
the registered holder of such shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authority of signatures as the Corporation may reasonably require.
SECTION 6.04. Addresses of Stockholders. Each Stockholder
shall designate to the Secretary an address at which notices of meetings and all
other corporate notices may be served or mailed to such Stockholder, and, if any
Stockholder shall fail to so designate such an address, corporate notices may be
served upon such Stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such Stockholder.
SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each
recordholder of Shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
Share or Shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction, upon satisfactory proof of such loss, theft
or destruction, and the Board may, in its discretion, require the recordholder
of the Shares evidenced by the lost, stolen or destroyed certificate or his
legal representative to give the Corporation a bond sufficient to indemnify the
Corporation against any claim made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
<PAGE> 18
10
SECTION 6.06. Regulations. The Board may make such other rules
and regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
Shares.
SECTION 6.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the Stockholders entitled to
notice of or to vote at any meeting of Stockholders or any adjournment thereof,
or to express consent to, or to dissent form, corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other such action. A determination of the
Stockholders entitled to notice or to vote at a meeting of Stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.
ARTICLE VII
SEAL
SECTION 7.01. Seal. The Board may approve and adopt a suitable
corporate seal, which shall bear the full name of the Corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 8.01. Fiscal Year. The fiscal year of the Corporation
shall end on the thirty-first day of December of each year unless changed by
resolution of the Board.
ARTICLE IX
AMENDMENTS
SECTION 9.01. Amendments. Any By-law (including these By-laws)
may be adopted, amended or repealed by the vote of the recordholders of a
majority of the Shares then entitled to vote at an election of Directors or by
written consent of Stockholders pursuant to Section 2.09 hereof, or by vote of
the Board or by a written consent of Directors pursuant to Section 3.08 hereof.
<PAGE> 19
SECTION 321(b) CONSENT
PURSUANT TO Section 321(b) of the Trust Indenture Act of 1939, as amended,
American Securities Transfer & Trust, Inc. consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
requests therefor.
EXECUTED this 10 day of December, 1998.
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By /s/ DEBBIE SORHEIM
-------------------------------
Name: Debbie Sorheim
--------------------------
Title: Treasurer
-------------------------
<PAGE> 20
REPORT OF CONDITION
- --------------------------------------------------------------------------------
NON-DEPOSIT TRUST COMPANY
CONSOLIDATED REPORT OF CONDITION AND INCOME
FOR THE PERIOD ENDING SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
CHARTER NUMBER 13
----------
American Securities Transfer & Trust, Inc.
- --------------------------------------------------------------------------------
(Legal Title of Trust Company)
Denver, Colorado 80202 Denver
- --------------------------------------------------------------------------------
(City) (State) (Zip Code) (County)
CONSOLIDATED REPORT OF CONDITION FOR TRUST COMPANIES AS OF: 30-Sep-98
--------------------
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.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS BOOK VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- --------------------------
ASSETS
- --------------------------
1. Cash and balances due from depository institutions: $ 1,739
--------------
2. Fee receivable 465
--------------
a. Receivable (from Schedule A) 513
----------
b. LESS: Reserve for bad debt 48
----------
3. Securities (from Schedule B, column A) --
--------------
4. Premises and fixed assets (net of depreciation) 300
--------------
5. Capitalized leases --
--------------
6. Investments in unconsolidated subsidiaries and associated companies --
--------------
7. Prepaid expense 10
--------------
8. Intangible assests 360
--------------
9. Other assets (from Schedule C) 430
--------------
10. TOTAL ASSETS (sum of items 1 through 9) 3,304
==============
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
LIABILITIES
- --------------------------
11. Accounts payable 100
--------------
12. Notes and debentures payable --
--------------
13. Obligations under capitalized leases --
--------------
14. Other borrowed money --
--------------
15. Other liabilities (from Schedule D) 466
--------------
16. Limited-life preferred stock and related surplus --
--------------
17. TOTAL LIABILITIES (sum of items 11 through 16) 566
--------------
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
EQUITY CAPITAL
- --------------------------
18. Perpetual preferred stock and related surplus 1,000
--------------
19. Common stock 605
--------------
20. Surplus --
--------------
21. Undivided profits and capital reserves 1,133
--------------
22. Total equity capital (sum of items 18 through 21) 2,738
--------------
23. TOTAL LIABILITIES AND EQUITY CAPITAL (sum of items 17 and 22) $ 3,304
==============
- -----------------------------------------------------------------------------------------------------------------
- --------------------------
FOOTNOTES
- --------------------------
24. TOTAL TRUST ASSETS 34,716
==============
a. Discretionary account assets --
----------
b. Non-discretionary account assets 34,716
-------------------------
25. Number of Trust Accounts (actual) 111
--------------
</TABLE>
<PAGE> 21
SCHEDULE A-D
CHARTER NUMBER 13
---
- --------------------------------------------------------------------------------
SCHEDULE A - FEE RECEIVABLES DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<S> <C>
1 Current Receivables (0-30 Days) 195
----------
2 Past due 30-89 days and still accruing 226
----------
3 Past due 90 or more days and still accruing 92
----------
4 Non-accrual
----------
5 TOTAL FEE RECEIVABLE (must equal Report of Condition, item 2a) 513
==========
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE B - SECURITIES DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<CAPTION>
(Column A) (Column B)
Book Value Market Value
<S> <C> <C>
1. U.S. Treasury Securities - -
------------ -------------
2. U.S. Government agencies and corporation obligations - -
------------ -------------
3. Securities issued by state and political subdivisions in the U.S. - -
------------ -------------
4. Other Debt Securities - -
------------ -------------
5. Equity Securities - -
------------ -------------
6. Investment in Mutual Funds - -
------------ -------------
7. TOTAL (sum of items 1 through 6, must equal Report of
Condition, item 3) - -
============ =============
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE C - OTHER ASSETS DOLLAR AMOUNTS IN THOUSANDS
- ----------------------------
<TABLE>
<S> <C> <C>
1. Net deferred income taxes (if debit balance) -
-------------
2. Other (itemized amounts greater than $25,000 that exceed 25 per cent of item 3 of
this schedule) 430
-------------
EDP Software 427
-------------------------------------------------------------- -----------
Deposit 3
-------------------------------------------------------------- -----------
-------------------------------------------------------------- -----------
3. TOTAL (sum of items 1 through 2 must equal Report of Condition item 9) 430
=============
</TABLE>
- --------------------------------------------------------------------------------
SCHEDULE D - OTHER LIABILITIES DOLLAR AMOUNTS IN THOUSANDS
- ------------------------------
<TABLE>
<S> <C> <C>
1. Expenses accrued and unpaid (includes accrued interest payable and income taxes
payable) 239
-------------
2. Net deferred income taxes (if credit balance) 227
-------------
3. Minority interest in consolidated subsidiaries -
-------------
4. Other (itemize amounts greater than $25,000 that exceed 25 per cent of item 5 of
this schedule) -
-------------
- --------------------------------------------------------------------------- ------------
- --------------------------------------------------------------------------- ------------
- --------------------------------------------------------------------------- ------------
5. TOTAL (sum of items 1 through 4 must equal Report of Condition, item 15) 466
=============
</TABLE>
<PAGE> 22
REPORT OF INCOME
CHARTER NUMBER 13
-----------
- --------------------------------------------------------------------------------
CONSOLIDATED REPORT OF INCOME FOR THE PERIOD
JANUARY 1, 1998, THROUGH SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
Report in accordance with instructions all income and expenses of the trust
company for the calendar year-to-date. ALL SCHEDULES ARE TO BE REPORTED IN
THOUSANDS OF DOLLARS.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
INCOME DOLLAR AMOUNTS IN THOUSANDS
- --------------------------------------
<S> <C> <C>
1. Trust administrative fee income 187
-------------
a. Personal trusts -
------------
b. Employee benefit accounts -
------------
c. Corporate accounts 187
------------
d. Other: -
------------------------------------------------- ------------
------------------------------------------------- ------------
2. Interest and dividend income earned (Corporate) 112
-------------
3. Other Income (provide details) 3,450
-------------
a. Transfer Agent Income 3,450
-------------------------------------------------- ------------
b.
-------------------------------------------------- ------------
c.
-------------------------------------------------- ------------
4. TOTAL INCOME (lines 1 through 3) 3,749
-------------
- --------------------------------------
EXPENSES
- --------------------------------------
5. Salaries and employee benefits 1,839
-------------
6. Occupancy expenses 378
-------------
7. Contracted outside servicing expenses (provide details) 153
-------------
a. Computer Services 67
-------------------------------------------------- ------------
b. Computer Networking 86
-------------------------------------------------- ------------
c.
-------------------------------------------------- ------------
8. Other expenses 827
-------------
9. Provisions for uncollected fees (22)
-------------
10. Total expenses (lines 5 through 9) 3,175
-------------
11. Net income (Loss) - before taxes, extraordinary items, and other adjustments 574
-------------
12. Gains (or Losses) from securities sold -
-------------
13. Applicable income taxes 373
-------------
14. Other adjustments (describe) -
-------------
15. NET INCOME (Loss) 201
-------------
16. LESS: Other charges (credits) to undivided profits
a. Cash dividends declared 31
------------
b. Other (describe)
------------
17. Increase (Decrease) in undivided profits 170
=============
</TABLE>
<PAGE> 23
CAPITAL ADEQUACY
CHARTER NUMBER 13
-----------
- -------------------------------------------------------------------
CAPITAL ADEQUACY WORKSHEET
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------
PART 1 - MINIMUM CAPITAL REQUIRED DOLLAR AMOUNTS IN THOUSANDS
- -------------------------------------------------------------------
<S> <C> <C> <C>
1. Discretionary account assets (Must equal Report of
Condition, item 24a) $ -- X .0025 $ --
----------------- ----------------
2. Non-discrestionary account assets (Must equal
Report of Condition, item 24b) $ 34,716 X .00125 $ 43
----------------- ----------------
3. TOTAL (sum of items 1 and 2, must equal Report of
Condition, item 24) $ 34,716 $ 43
================= ----------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------
PART 2 - TOTAL CAPITAL AVAILABLE DOLLAR AMOUNTS IN THOUSANDS
- -------------------------------------------------------------------
<S> <C>
1. Total equity capital from line22, page 1. $ 2,738
----------------
2. Deductions from Capital:
a. Goodwill and other non-qualifying intangible assets $ 360
----------------
b. Investments in unconsolidated banking and finance subsidiaries $ --
----------------
c. Reciprocal holdings of capital instruments $ --
----------------
TOTAL CAPITAL AVAILABLE (must equal or exceed item 3, above) $ 2,378
================
</TABLE>
- --------------------------------------------------------------------------------
ELIGIBLE SECURITIES DEPOSITED WITH CUSTODIAN PURSUANT TO RULE TC-17.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
a. b. c. d. e.
------------------------------------------------------------------------------------------------
CUSIP DESCRIPTION BANK MARKET CUSTODIAN
VALUE VALUE NAME AND ADDRESS
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Certificate of
N/A Deposit $ 250,000 $ 250,000 Bank One, Denver N.A.
------------------------------------------------------------------------------------------------
1125 17th Street
# 7187144 Denver, CO 80202-2088
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
TOTAL: $ 250,000
==============================
</TABLE>
<PAGE> 24
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
<PAGE> 25
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
<PAGE> 26
OFFICERS
CHARTER NUMBER 13
----
-----------------------------------------
OFFICERS
-----------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TITLE NAME RESIDENCE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Do not abbreviate) (First, Middle Initial, Last) (Town or City)
(Street address not required)
-----------------------------------------------------------------------------------------------------------------
President & Chief Operating Officer Ian Yewer Wheatridge, CO
-----------------------------------------------------------------------------------------------------------------
Corporate Secretary/Treasurer Deborah Sorheim Westminister, CO
-----------------------------------------------------------------------------------------------------------------
Executive Vice President & Trust Officer Stephen King Englewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Kellie D Watson Lakewood, CO
-----------------------------------------------------------------------------------------------------------------
Senior Vice President & Trust Officer Gregory D Tubbs Castle Rock, CO
-----------------------------------------------------------------------------------------------------------------
Vice President & Trust Officer Laura Sisneros Denver, CO
-----------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------
DIRECTORS
-----------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
NAME RESIDENCE
----------------------------------------------------------------------------------
<S> <C>
(First, Middle Initial, Last) (Town or City)
----------------------------------------------------------------------------------
(Please list names alphabetically) (Street address not required)
----------------------------------------------------------------------------------
William E Brolly Toronto, Canada
----------------------------------------------------------------------------------
Paul L LeBlanc Toronto, Canada
----------------------------------------------------------------------------------
Robert Mackenzie Toronto, Canada
----------------------------------------------------------------------------------
Eugene Rovas Toronto, Canada
----------------------------------------------------------------------------------
Ian Yewer Wheatridge, CO
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: This report must be signed by either the President, Vice President, or
the Secretary, and attested to by not less than three directors.
- --------------------------------------------------------------------------------
I, the undersigned officer, do hereby declare that this Report of Condition
(including the supporting schedules) has been prepared in conformance with the
instructions issued by the Colorado Division of Banking and is true to the best
of my knowledge and belief.
Deborah S Sorheim, Corporate Secretary/Treasurer 303-298-5370
- --------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED AREA CODE
TELEPHONE NUMBER
/s/ DEBORAH S. SORHEIM 303-298-5370 10/29/98
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER AUTHORIZED AREA CODE MONTH/DAY/YEAR
TO SIGN REPORT TELEPHONE NUMBER DATE SIGNED
Deborah S Sorheim, Corporate Secretary/Treasurer
- --------------------------------------------------------------------------------
PLEASE PRINT NAME AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
We, the undersigned directors, attest to the correctness of this Report of
Condition (including the supporting schedules) and declare that it has been
examined by us and, to the best of our knowledge and belief, has been prepared
in conformance with the instructions and is true and correct.
/s/ R.M. MACKENZIE /s/ P. LABLANC
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
R.M. Mackenzie P. LaBlanc
