<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1996
REGISTRATION NO. 33-64357
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BENEFICIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 51-0003820
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
ONE CHRISTINA CENTRE
301 NORTH WALNUT STREET
WILMINGTON, DELAWARE 19801
(302) 425-2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
SCOTT A. SIEBELS, ESQ.,
VICE PRESIDENT, CORPORATE SECRETARY AND ASSOCIATE COUNSEL
BENEFICIAL CORPORATION
ONE CHRISTINA CENTRE
301 NORTH WALNUT STREET
WILMINGTON, DELAWARE 19801
(302) 425-2500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
PAUL L. NASH, ESQ. JOHN H. DENNE, ESQ.
DEWEY BALLANTINE WHITMAN BREED ABBOTT & MORGAN
1301 AVENUE OF THE AMERICAS 200 PARK AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10166
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(1)(2) FEE(3)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............................................ $3,000,000,000 100% $3,000,000,000 $1,034,482.76
</TABLE>
(1) In U.S. dollars or the equivalent thereof in foreign currencies or currency
units. Such amount shall be increased, if any of the Debt Securities are
issued at an original issue discount, by an amount such that the net
proceeds to be received by the Registrant shall be equal to $3,000,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Previously paid.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES
MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 31, 1996
[LOGO] BENEFICIAL CORPORATION 'r'
DEBT SECURITIES
Beneficial Corporation (the 'Company' or 'Beneficial') may offer from time
to time its debt securities (the 'Securities') for proceeds up to $3,000,000,000
(or the equivalent in foreign currency or currency units) on terms to be
determined at the time of sale. The Securities may be sold for U.S. dollars,
foreign currencies or currency units, and the principal of, premium, if any, and
interest, if any, on the Securities may be payable in U.S. dollars, foreign
currencies or currency units. The Securities may be issued in one or more series
with the same or various maturities at or above par or with an original issue
discount. The Securities may be issued in registered form without coupons
('Registered Securities'), in bearer form with coupons attached ('Bearer
Securities') or in the form of one or more global securities (each a 'Global
Security'). Pursuant to the requirements of certain United States tax laws,
Bearer Securities will be offered only to non-United States persons and to
offices located outside the United States of certain United States financial
institutions. The specific designation, aggregate principal amount, currency or
currency unit in which the principal, premium, if any, or interest, if any, is
payable, authorized denominations, purchase price, maturity, rate or rates
(which may be fixed or variable) and time of payment of any interest, redemption
terms, any listing on a securities exchange and any other specific terms of the
Securities in respect of which this Prospectus is being delivered (the 'Offered
Securities') are set forth in the accompanying supplement to this Prospectus
(the 'Prospectus Supplement'), together with the terms of offering of the
Offered Securities.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRE SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Securities may be offered through underwriters, agents or dealers, or
directly to purchasers by the Company or subsidiaries of the Company. If an
underwriter, agent or dealer is involved in the offering of any Offered
Securities, the underwriter's discount, agent's commission or dealer's purchase
price will be set forth in, or may be calculated from, the Prospectus
Supplement, and the net proceeds to the Company from such offering will be the
public offering price of the Offered Securities less such discount in the case
of an underwriter, the purchase price of the Offered Securities less such
commission in the case of an agent or the purchase price of the Offered
Securities in the case of a dealer, and less, in each case, the other expenses
of the Company associated with the issuance and distribution of the Offered
Securities. See 'Plan of Distribution.'
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the 'Commission'). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; at the Commission's New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and at its
Chicago Regional Office, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington
D.C. 20549 at prescribed rates. Such reports, proxy statements and other
information concerning the Company also can be inspected at the office of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
------------------------
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995 and the Company's Current
Reports on Form 8-K dated January 31, 1995, February 21, 1995, March 2, 1995,
March 3, 1995, April 25, 1995, August 17, 1995, October 24, 1995, December 14,
1995 and January 29, 1996, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Securities, shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the respective date of filing of each
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than exhibits to such
documents. Requests should be directed to Scott A. Siebels, Esq., Vice
President, Corporate Secretary and Associate Counsel, Beneficial Corporation,
One Christina Centre, 301 North Walnut Street, Wilmington, Delaware 19801
(telephone number 302-425-2500).
THE COMPANY
Beneficial is a holding company, subsidiaries of which are engaged
principally in the consumer finance and credit-related insurance businesses. The
Company was organized under the laws of the State of Delaware on May 9, 1929,
through the consolidation of three companies which had been operated under the
same management. Its principal executive offices are located at One Christina
Centre, 301 North Walnut Street, Wilmington, Delaware 19801 (telephone number
302-425-2500).
2
<PAGE>
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
- ------------------------------------ ------------------------------
1990 1991 1992 1993 1994 1994 1995
- ---- ---- ---- ---- ---- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1.30 1.37 1.38 1.49 1.47 1.58 1.39
</TABLE>
In computing the ratio of earnings to fixed charges, earnings consist of
net income to which has been added income taxes and fixed charges. Fixed charges
consist principally of interest on all indebtedness and that portion of rentals
considered to represent an appropriate interest factor.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities will be added to the Company's general funds and applied to reduce
short-term debt.
Existing long-term and short-term debt has been incurred primarily to
provide subsidiaries of the Company with funds to carry on their respective
businesses. The Company anticipates that it will be required to obtain
additional financing from time to time to meet the needs of its subsidiaries.
The Company has not experienced, and does not anticipate, any difficulty in
obtaining funds at prevailing rates.
DESCRIPTION OF SECURITIES
The Securities are to be issued under an indenture dated as of April 1,
1989, as supplemented and restated, between the Company and The Chase Manhattan
Bank (National Association), Trustee (the 'Indenture'). The Indenture is filed
as an exhibit to the Registration Statement of which this Prospectus is a part.
The Indenture incorporates the Company's Amended and Restated Standard
Multiple-Series Indenture Provisions, a copy of which is also filed as an
exhibit to the Registration Statement. The Indenture does not limit the
aggregate principal amount of Securities which may be issued thereunder. The
Company may enter into one or more additional indentures providing for the
issuance of Securities with one or more banking institutions organized under the
laws of the United States of America or any state serving as trustee, or any
corporation or other person organized and doing business under the laws of a
foreign government permitted to act as trustee pursuant to a rule, regulation or
order of the Commission. Reference is made to the Prospectus Supplement for
information regarding the Indenture or any additional indenture under which the
Offered Securities will be issued.
The statements under this heading are subject to the detailed provisions of
the Indenture. Whenever particular provisions of the Indenture or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference herein as a part of the statements made and the statements are
qualified in their entirety by such reference.
GENERAL: The Securities will be unsecured general obligations of the
Company and will rank on a parity with the other unsecured and unsubordinated
indebtedness for borrowed money of the Company. The Indenture provides that the
Offered Securities and other unsecured debt securities of the Company, without
limitation as to aggregate principal amount (collectively the 'Indenture
Securities'), may be issued in one or more series, and a single series may be
issued at various times, with different maturity dates and different interest
rates, in each case as authorized from time to time by the Company.
One or more series of the Indenture Securities may be issued with the same
or various maturities at par or at a discount. Offered Securities bearing no
interest or interest at a rate which at the time of issuance is below the market
rate ('Original Issue Discount Securities') will be sold at a discount (which
may be substantial) below their stated principal amount. Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.
If any of the Offered Securities are sold for any foreign currency or
currency unit or if the principal of, premium, if any, or interest, if any, on
any of the Offered Securities is payable in any foreign currency or currency
unit, the restrictions, elections, tax consequences, specific terms and other
3
<PAGE>
<PAGE>
information with respect to such issue of Offered Securities and such foreign
currency or currency unit will be set forth in the Prospectus Supplement
relating thereto.
The Prospectus Supplement will state the price or prices (which may be
expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Securities will be sold.
Reference is made to the Prospectus Supplement relating to the Offered
Securities for the following terms thereof:
(1) the specific designation of the Offered Securities;
(2) the aggregate principal amount of the Offered Securities;
(3) the date or dates on which the principal of and premium, if any,
on the Offered Securities shall be payable or the method of determination
thereof;
(4) the rate or rates (which may be fixed or variable) at which the
Offered Securities shall bear interest, if any, or the method by which such
rate or rates shall be determined, the date or dates from which such
interest shall accrue, or the method by which such date or dates shall be
determined, the date or dates on which such interest shall be payable and
the record dates therefor;
(5) if other than in U.S. dollars, the currency or currency unit in
which payment of the principal of, premium, if any, and interest, if any,
on the Offered Securities shall be payable;
(6) if the amount of payments of the principal of, premium, if any, or
interest, if any, on the Offered Securities may be determined with
reference to an index, formula or other method based on a currency or
currency unit other than that in which the Offered Securities are stated to
be payable, the manner in which such amounts shall be determined;
(7) if the principal of, premium, if any, or interest, if any, on the
Offered Securities are to be payable at the election of the Company or a
holder thereof in a currency or currency unit other than that in which the
Offered Securities are stated to be payable, the period or periods within
which and the terms and conditions upon which such election may be made;
(8) the place or places where the principal of, premium, if any, and
interest, if any, on the Offered Securities shall be payable;
(9) the period or periods within which, the price or prices at which
and the terms and conditions upon which the Offered Securities may be
redeemed, in whole or in part, at the option of the Company;
(10) the obligation, if any, of the Company to redeem, purchase or
repay the Offered Securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which the Offered Securities shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation;
(11) whether the Offered Securities are to be issued as Bearer
Securities and, if so, (i) whether the Offered Securities are also to be
issued as Registered Securities and (ii) the manner in which such Bearer
Securities are to be dated;
(12) whether the Offered Securities are to be issued in whole or in
part in the form of one or more Global Securities and, if so, the identity
of the Depositary for such Global Security or Securities;
(13) if a temporary Global Security is to be issued with respect to
the Offered Securities, whether any interest thereon payable on an interest
payment date prior to the issuance of a permanent Global Security or
definitive Bearer Securities will be paid to the Depositary for such
temporary Global Security and, in such event, the terms and conditions upon
which such interest payments received by such Depositary will be credited
to the account of the persons entitled thereto on such interest payment
date;
(14) if a temporary Global Security is to be issued with respect to
the Offered Securities, the terms upon which interests in such temporary
Global Security may be exchanged for interests in a permanent Global
Security or for definitive Securities of the series and the terms upon
which
4
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<PAGE>
interests in a permanent Global Security, if any, may be exchanged for
definitive Securities of the series;
(15) if any of the Offered Securities are to be issued in registered
form, the denominations, if other than denominations of $1,000 and any
integral multiple thereof, in which such Registered Securities are to be
issued and, if any of the Offered Securities are to be issued in bearer
form, the denominations, if other than the denomination of $5,000, in which
such Bearer Securities are to be issued;
(16) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities payable upon declaration of
acceleration of the maturity of the Offered Securities;
(17) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the Offered Securities prior
to the maturity thereof pursuant to Section 12.02 thereof (see
'Satisfaction and Discharge of Indenture; Defeasance');
(18) any deletions from or modifications of or additions to the Events
of Default set forth in Section 6.01 of the Indenture pertaining to the
Offered Securities;
(19) whether and under what circumstances and with what procedures and
documentation the Company will pay additional amounts on any of the Offered
Securities to any holder who is not a United States Person (including a
definition of such term), in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will have the
option to redeem such Securities rather than pay additional amounts (and
the terms of any such option);
(20) the Person to whom any interest on any Registered Security shall
be payable, if other than the Person in whose name that Security (or a
predecessor Security) is registered at the close of business on the record
date therefor, the manner in which, or the Person to whom, any interest on
any Bearer Security shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally mature
and the extent to which, or the manner in which, any interest payable on a
temporary Global Security will be paid;
(21) the form of the Offered Securities; and
(22) any other terms of the Offered Securities not inconsistent with
the provisions of the Indenture and not adversely affecting the rights of
the holders of any other series of Indenture Securities then outstanding.
(Section 3.01)
The Company may authorize the issuance and provide for the terms of a
series of Indenture Securities pursuant to a resolution of its Board of
Directors or any duly authorized committee thereof or pursuant to a supplemental
indenture. The provisions of the Indenture described above provide the Company
with the ability, in addition to the ability to issue Indenture Securities with
terms different from those of Indenture Securities previously issued, to
'reopen' a previous issue of a series of Indenture Securities and to issue
additional Indenture Securities of such series.
The Indenture Securities may be issued as Registered Securities, Bearer
Securities or both. Indenture Securities of a series may be issued in whole or
in part in the form of one or more Global Securities, as described below under
'Global Securities.' Unless the Prospectus Supplement relating thereto specifies
otherwise, Registered Securities denominated in U.S. dollars will be issued only
in denominations of $1,000 or any integral multiple thereof and Bearer
Securities denominated in U.S. dollars will be issued only in the denomination
of $5,000. One or more Global Securities will be issued in a denomination or
aggregate denominations equal to the aggregate principal amount of outstanding
Indenture Securities of the series to be represented by such Global Security or
Securities. The Prospectus Supplement relating to a series of Indenture
Securities denominated in a foreign currency or currency unit will specify the
denomination thereof. (Section 3.02)
Limitations on the issuance of Bearer Securities, as well as certain
Federal income tax consequences and other special considerations applicable to
any such Bearer Securities, will be described in the Prospectus Supplement
relating thereto.
At the option of a holder of the Indenture Securities upon request
confirmed in writing, and subject to the terms of the Indenture, Bearer
Securities of any series may be exchanged for either an equal
5
<PAGE>
<PAGE>
aggregate principal amount of Bearer Securities (if Bearer Securities of such
series are to be issued in more than one denomination) or an equal aggregate
principal amount of Registered Securities (if the Indenture Securities of such
series are to be issued as Registered Securities), but no Bearer Security will
be delivered in or to the United States, and Registered Securities of any series
(other than a Global Security, except as set forth below) will be exchangeable
into an equal aggregate principal amount of Registered Securities of the same
series (with the same interest rate and maturity date) of different authorized
denominations. If a holder surrenders Bearer Securities in exchange for
Registered Securities between a Regular Record Date or, in certain
circumstances, a Special Record Date, and the relevant interest payment date,
such holder will not be required to surrender the coupon relating to such
interest payment date. Registered Securities may not be exchanged for Bearer
Securities. (Section 3.05)
Indenture Securities may be presented for exchange, and Registered
Securities (other than a Global Security) may be presented for transfer (with
the form of transfer endorsed thereon duly executed), at the office of any
transfer agent or at the office of the Security Registrar, without service
charge and upon payment of any taxes and other governmental charges as described
in the Indenture. Such transfer or exchange will be effected upon the transfer
agent or the Security Registrar, as the case may be, being satisfied with the
documents of title and identity of the person making the request. Bearer
Securities will be transferable by delivery. (Section 3.05)
GLOBAL SECURITIES: The Indenture Securities of a series may be issued in
whole or in part in the form of one or more Global Securities that will be
deposited with, or on behalf of, the Depositary identified in the Prospectus
Supplement relating thereto. Global Securities may be issued in either
registered or bearer form and in either temporary or permanent form. Unless and
until it is exchanged in whole or in part for the individual Indenture
Securities represented thereby, a Global Security may not be transferred except
as a whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. (Sections 3.03
and 3.05)
The specific terms of the depositary arrangement with respect to any
Indenture Securities of a series will be described in the Prospectus Supplement
relating thereto. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the individual Indenture Securities represented
by such Global Security to the accounts of institutions that have accounts with
such Depositary ('participants'). The accounts to be credited shall be
designated by the underwriters or agents through which such Indenture Securities
were sold or by the Company, if such Indenture Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Global Security
will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security or by participants
or persons that hold through participants. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Indenture Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Global Security will not
be entitled to have Indenture Securities of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Indenture Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture.
Subject to certain limitations on the issuance of Bearer Securities which
will be described in the Prospectus Supplement relating thereto, payments of
principal of, premium, if any, and interest, if any, on Indenture Securities
registered in the name of or held by a Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the registered owner or
the holder of the
6
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<PAGE>
Global Security representing such Indenture Securities. None of the Company, the
Trustee for such Indenture Securities, any paying agent or the Security
Registrar for such Indenture Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security for such Indenture
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company expects that the Depositary for Indenture Securities of a
series, upon receipt of any payment of principal, premium, if any, or interest,
if any, in respect of a permanent Global Security, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of such Depositary. The Company also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in 'street name,' and
will be the responsibility of such participants. Receipt by owners of beneficial
interests in a temporary Global Security of payments in respect of such
temporary Global Security may be subject to restrictions. Any such restrictions
will be described in the Prospectus Supplement relating thereto.
If a Depositary for Indenture Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor depositary is not
appointed by the Company within ninety days, the Company will issue Indenture
Securities of such series in definitive form in exchange for the Global Security
or Securities representing the Indenture Securities of such series. In addition,
the Company may at any time and in its sole discretion determine not to have any
Indenture Securities of a series represented by one or more Global Securities
and, in such event, will issue Indenture Securities of such series in definitive
form in exchange for the Global Security or Securities representing such
Indenture Securities. Further, if the Company so specifies with respect to the
Indenture Securities of a series, each Person specified by the Depositary of the
Global Security representing Indenture Securities of such series may, on terms
acceptable to the Company and the Depositary for such Global Security, receive
Indenture Securities of such series in definitive form. In any such instance,
each Person so specified by the Depositary of the Global Security will be
entitled to physical delivery in definitive form of Indenture Securities of the
series represented by such Global Security equal in principal amount to such
Person's beneficial interest in the Global Security. Indenture Securities of
such series so issued in definitive form will be issued (a) as Registered
Securities if the Indenture Securities of such series are to be issued as
Registered Securities, (b) as Bearer Securities if the Indenture Securities of
such series are to be issued as Bearer Securities or (c) as either Registered or
Bearer Securities, if the Indenture Securities of such series are to be issued
in either form. A description of certain restrictions on the issuance of a
Bearer Security in definitive form in exchange for an interest in a Global
Security will be contained in the Prospectus Supplement relating thereto.
(Section 3.05)
PAYMENT AND PAYING AGENTS: Payment of principal of, premium, if any, and
interest, if any, on Bearer Securities will be payable in the currency or
currency unit designated in the Prospectus Supplement, subject to any applicable
laws and regulations, at such paying agencies outside the United States as the
Company may appoint from time to time. Any such payment may be made, at the
option of a holder, by a check in the designated currency or currency unit or by
transfer to an account in the designated currency or currency unit maintained by
the payee with a bank located outside the United States. No payment with respect
to any Bearer Security will be made at the principal corporate trust office of
the Trustee or any other paying agency maintained by the Company in the United
States nor will any such payment be made by transfer to an account with a bank
located, or by check mailed to an address, in the United States. Notwithstanding
the foregoing, payments of principal of and premium, if any, and interest, if
any, on Bearer Securities may be made in U.S. dollars at the principal corporate
trust office of the Trustee in the City of New York, if payment of the full
amount thereof at all paying agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Sections 3.11 and 5.02)
Payment of principal of and premium, if any, on Registered Securities will
be made in the designated currency or currency unit against surrender of such
Registered Securities at the principal corporate trust office of the Trustee in
the City of New York. Unless otherwise indicated in the
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Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the person in whose name such Registered Security is
registered at the close of business on the regular record date for such
interest. Unless otherwise indicated in the Prospectus Supplement, payments of
such interest will be made at the principal corporate trust office of the
Trustee in the City of New York, or by a check in the designated currency or
currency unit mailed to each holder of a Registered Security at such holder's
registered address. (Section 3.11)
The paying agents outside the United States, if any, initially appointed by
the Company for a series of Indenture Securities will be named in the Prospectus
Supplement. The Company may terminate the appointment of any of the paying
agents from time to time, except that the Company will maintain at least one
paying agent in the City of New York, for payments with respect to Registered
Securities and at least one paying agent in a city in Europe so long as any
Bearer Securities are outstanding where Bearer Securities may be presented for
payment and may be surrendered for exchange, provided that so long as any series
of Indenture Securities is listed on The International Stock Exchange of the
United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a paying agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, for such series of Indenture Securities. (Section 5.02)
All moneys paid by the Company to a paying agent for the payment of
principal of, premium, if any, or interest, if any, on any Indenture Security
that remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and the
holder of such Indenture Security entitled to receive such payment will
thereafter look only to the Company for payment thereof. (Section 12.05)
RESTRICTIONS UPON CREATION OF LIENS: The Company covenants in the Indenture
that it will not itself, and it will not permit any Consolidated Subsidiary
other than a Foreign Subsidiary to, create, assume or incur any encumbrance upon
any of the properties, owned at the date of such Indenture or thereafter
acquired, of the Company or any Consolidated Subsidiary, without effectively
providing that the Indenture Securities shall be secured on an equal and ratable
basis with the indebtedness thereby secured; provided, however, that the
foregoing restriction shall not prevent the Company or any Consolidated
Subsidiary from (i) suffering to exist mortgages or encumbrances existing at the
date of such Indenture on property owned at such date or creating or suffering
to exist purchase money mortgages or liens upon any after-acquired property, or
acquiring property subject to mortgages or encumbrances existing thereon at the
date of acquisition thereof, or suffering to exist mortgages or encumbrances
upon property of a Consolidated Subsidiary existing at the time such corporation
becomes a Consolidated Subsidiary, or replacing, extending, renewing or
refunding such mortgages or encumbrances and/or the indebtedness secured
thereby, provided that the principal amount of any indebtedness so replaced,
extended, renewed or refunded shall not be increased, (ii) making deposits or
giving any other form of security to governmental agencies for certain purposes
or depositing assets as collateral in connection with any legal proceedings by
or against the Company or a Consolidated Subsidiary, (iii) purchasing property
or assets upon conditional sale agreements or lease agreements or conditional
sale and lease agreements, (iv) creating or suffering to exist in favor of any
lender of moneys or holder of their commercial paper a banker's lien or a right
of offset on moneys of the Company or a Consolidated Subsidiary deposited with
such lender or holder in the ordinary course of business, or lent or otherwise
made available to such lender or to an affiliate thereof in connection with the
obtaining from such lender of borrowings in currencies other than United States
dollars, or (v) suffering to be created or to exist liens for taxes, assessments
and governmental charges or levies, or liens imposed by law, for sums not due
and payable or being contested in good faith; and provided, further, that the
foregoing restrictions shall not prevent any Consolidated Subsidiary from
mortgaging its property to the Company as security for indebtedness owing to the
Company. (Section 5.04)
RESTRICTIONS ON DISPOSITION OF STOCK OF CONSOLIDATED SUBSIDIARIES: The
Company covenants in the Indenture that it will not itself, and will not permit
any Consolidated Subsidiary to, sell or otherwise dispose of any shares of stock
of any Consolidated Subsidiary (the 'Issuing Subsidiary'), unless (i) the
Issuing Subsidiary is a Foreign Subsidiary and such shares are shares of common
stock, and after giving effect to such sale or other disposition the Company
directly or indirectly (through one or more
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Consolidated Subsidiaries or otherwise) would own not less than 66 2/3% of the
outstanding common stock of the Issuing Subsidiary, or (ii) such sale or other
disposition is from or by a Consolidated Subsidiary to the Company, or from or
by the Company or a Consolidated Subsidiary to a Wholly-owned Subsidiary, or for
the purpose of permitting any such shares of stock to be held by persons in
order to qualify them to act as directors or officers of the Issuing Subsidiary
or to be held by stockholders other than the Company or one or more Consolidated
Subsidiaries in order that the Issuing Subsidiary may transact business, or
(iii) simultaneously with such sale or other disposition, all of the shares of
stock and indebtedness of the Issuing Subsidiary at the time owned by the
Company and/or by other Consolidated Subsidiaries shall be sold or disposed of
for a consideration or considerations which (a) shall not include any stock of
another corporation, unless immediately after the receipt of such stock such
other corporation would be a Consolidated Subsidiary, and (b) shall not include
obligations of another corporation, unless the shares of stock and indebtedness
so sold or disposed of shall be validly pledged and free and clear of other
liens, charges and encumbrances, as security for such obligations. (Section
5.05)
CONCERNING THE TRUSTEE: The Indenture is subject to the mandatory
provisions of the Trust Indenture Act of 1939, as amended (the 'TIA'), which,
among other things provide that the Trustee shall, prior to the occurrence of
any Event of Default with respect to the Indenture Securities of any series and
after the curing or waiving of all Events of Default with respect to such series
which have occurred, perform only such duties as are specifically set forth in
such Indenture and in the TIA. During the existence of any Event of Default with
respect to the Indenture Securities of any series, the Trustee shall exercise
such of the rights and powers vested in it under such Indenture and in the TIA
with respect to such series and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.
The Trustee may acquire and hold Indenture Securities and, subject to
certain conditions, otherwise deal with the Company as if it were not Trustee
under the Indenture. (Section 7.03)
The Company has lines of credit from The Chase Manhattan Bank (National
Association). The Chase Manhattan Bank (National Association) is also trustee
under various indentures covering outstanding indebtedness of the Company.
MODIFICATION OF THE INDENTURE: The Indenture contains provisions permitting
the Company and the Trustee, without the consent of the holders of the Indenture
Securities, to establish, among other things, the form and terms of any series
of Indenture Securities issuable thereunder by one or more supplemental
indentures, and, with the consent of the holders of not less than a majority of
the aggregate principal amount of the Indenture Securities of any series at the
time outstanding, evidenced as in such Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of such Indenture or of any supplemental
indenture with respect to Indenture Securities of such series or modifying in
any manner the rights of the holders of the Indenture Securities of such series;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity, or the earlier optional date of maturity, if any, of any
Indenture Security of a particular series or reduce the principal amount thereof
or the premium thereon, if any, or reduce the rate or extend the time of payment
of interest, if any, thereon, or make the principal thereof or premium, if any,
or interest, if any, thereon payable in any currency or currency unit other than
as provided pursuant to the Indenture or in the Indenture Securities of such
series without the consent of the holder of each Indenture Security so affected,
or (ii) reduce the aforesaid percentage of Indenture Securities of any series,
the holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Indenture Securities of such series
outstanding thereunder. (Sections 10.01 and 10.02)
DEFAULT AND CERTAIN RIGHTS ON DEFAULT: The Indenture provides that upon the
happening of any Event of Default with respect to any series of Indenture
Securities specified therein (unless it is inapplicable to such series of
Indenture Securities or it is specifically deleted in the supplemental indenture
or Board Resolution under which such series of Indenture Securities is issued or
has been modified in any such supplemental indenture), including (i) failure to
pay interest when due on the Indenture Securities of such series outstanding
thereunder, continued for 30 days; (ii) failure to pay principal or premium if
any, when due on the Indenture Securities of such series outstanding
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thereunder, (iii) failure by the Company to observe or perform certain
obligations required of it in the event of a merger or consolidation or
disposition or lease of substantially all of its properties after written notice
from the Trustee or the holders of 25% or more in aggregate principal amount of
the Indenture Securities of such series outstanding thereunder, (iv) failure to
observe or perform any other covenant of the Company in the Indenture or the
Indenture Securities of such series (other than a covenant included in the
Indenture or the Indenture Securities solely for the benefit of a series of
Indenture Securities other than such series), continued for 60 days after
written notice from the Trustee or the holders of 25% or more in aggregate
principal amount of the Indenture Securities of such series outstanding
thereunder, (v) certain events of bankruptcy, insolvency or reorganization; (vi)
the rendering against the Company of final judgment for the payment of money in
excess of $500,000, of which the Trustee has notice, and the failure to satisfy
such judgment or to appeal therefrom (or from the order, decree or process
pursuant to which such judgment was granted, passed, entered or affirmed) and to
obtain a stay of execution thereof within the period prescribed by law for
appeals, and to have such judgment discharged within 90 days after the
expiration of such period or the period of any such stay, whichever shall later
expire; (vii) default, of which the Trustee has notice, in the payment of any
installment of interest, when and as the same shall become due and payable, on
any bond, debenture, note or other evidence of indebtedness of, or assumed by,
the Company (including an Indenture Security of another series) and continuance
of such default for the period of grace, if any, provided for therein, or
default in the payment of the principal of or premium, if any, on any such bond,
debenture, note or other evidence of indebtedness when and as the same shall
become due and payable, whether at maturity, by declaration, upon redemption, or
otherwise, and the time for payment of such interest, principal or premium shall
not have been effectively extended, unless the Company is contesting in good
faith its liability for the payment of the installment of interest or of
principal or premium in question and shall have been advised by its counsel that
it has a meritorious defense thereto; and (viii) any other Event of Default as
may be specified for such series, the Trustee or the holders of 25% or more in
aggregate principal amount of Indenture Securities of such series outstanding
thereunder may declare the principal amount of all Indenture Securities of such
series to be due and payable immediately, but if all defaults with respect to
Indenture Securities of such series (other than non-payment of accelerated
principal) are cured and there has been no sale of property under any judgment
or decree for the payment of moneys due which shall have been obtained or
entered, the holders of a majority in aggregate principal amount of the
Indenture Securities of such series outstanding thereunder may waive the default
and rescind the declaration and its consequences. (Section 6.01)
The Indenture provides that the holders of a majority in aggregate
principal amount of the Indenture Securities of any series outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting any proceeding for any remedy available to, or exercising any
power or trust conferred upon, the Trustee with respect to Indenture Securities
of such series and may on behalf of all holders of Indenture Securities of such
series waive any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the principal of,
premium, if any, or interest, if any, on any of the Indenture Securities of such
series. (Section 6.06)
Holders of any Security of any series may not institute any proceeding to
enforce the Indenture unless the Trustee thereunder shall have refused or
neglected to act for 60 days after a request and offer of satisfactory indemnity
by the holders of 25% or more in aggregate principal amount of the Indenture
Securities of such series outstanding thereunder, but the right of any holder of
any Security of any series to enforce payment of the principal of, premium, if
any, or interest, if any, on his Indenture Securities when due shall not be
impaired without the consent of such holder. (Section 6.04)
The Trustee is required to give the holders of any Security of any series
notice of all defaults with respect to such series known to it within 90 days
after the occurrence thereof (Events of Default summarized above, exclusive of
any grace period and irrespective of any requirement that notice of default be
given), unless cured before the giving of such notice but, except for defaults
in payments of the principal of, premium, if any, or interest, if any, on the
Indenture Securities of such series, the Trustee may withhold notice if and so
long as it determines in good faith that the withholding of such notice is in
the interests of the holders of the Securities of such series. (Section 315 of
the TIA)
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The Company is required to deliver to the Trustee each year an officers'
certificate stating whether such officers have obtained knowledge of any default
by the Company in the performance of certain covenants and, if so, specifying
such default and the nature thereof. (Section 5.09)
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE: Unless otherwise
specified in the Prospectus Supplement relating to certain Indenture Securities,
the Indenture may be discharged upon payment of the principal of, premium, if
any, and interest, if any, on all the Indenture Securities and all other sums
due thereunder. In addition, unless otherwise specified in the Prospectus
Supplement relating to certain Indenture Securities, the Company may defease the
Indenture Securities by depositing with the Trustee, in trust for the benefit of
the holders thereof, (i) funds (in such currency or currency unit in which any
Indenture Securities of such particular series are payable) sufficient to pay,
or (ii) in the case of Indenture Securities payable in U.S. dollars, U.S.
Government Obligations or in the case of Indenture Securities payable in a
foreign currency, Foreign Government Securities as will, or will together with
the income thereon without consideration of any reinvestment thereof, be
sufficient to pay in the currency or currency unit in which the Indenture
Securities are payable, all sums due for the principal of, premium, if any, and
interest, if any, on the Indenture Securities of such series, as they shall
become due from time to time, and, providing certain other conditions are met,
the Trustee shall cancel and satisfy the Indenture with respect to such series
to the extent provided therein. (Sections 12.01 and 12.02)
For federal income tax purposes, a defeasance may be treated as a taxable
exchange of the related Indenture Securities for (i) an issue of obligations of
the trust or (ii) a direct interest in the cash and securities held in the
trust. In that case, holders of such Indenture Securities would recognize gain
or loss equal to the difference between the holder's cost or other tax basis for
the Indenture Securities and the value of the holder's interest in the trust
obligations or in the cash and securities held in the trust, as the case may be.
Under this tax treatment, the holder would recognize the gain or loss if the
trust obligations or the cash or securities deposited, as the case may be, had
actually been received by them in exchange for their Indenture Securities. Such
holders thereafter would be required to include in income a share of the income,
gain or loss of the trust a different amount than would be includable in the
absence of the defeasance. Prospective investors are urged to consult their own
tax advisors as to the specific consequences to them of defeasance.
REPORTS FURNISHED TO HOLDERS OF SECURITIES: The Company will furnish to the
holders of Securities copies of all quarterly and annual financial reports
distributed to its stockholders generally as soon as practicable after the
mailing of such material to the stockholders. (Section 5.10)
PLAN OF DISTRIBUTION
The Company may offer the Securities (i) to or through one or more
underwriters, (ii) to or through dealers, (iii) through agents or (iv) directly
or through its subsidiaries to purchasers. The Prospectus Supplement will
describe the method of distribution of the Offered Securities.
The distribution of Offered Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such market
prices or at negotiated prices.
If underwriters are used in the offering of Offered Securities, the names
of the managing underwriter or underwriters and any other underwriters, and the
terms of the transaction, including compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement relating to such
offering. Only underwriters named in a Prospectus Supplement will be deemed to
be underwriters in connection with the Offered Securities described therein.
Firms not so named will have no direct or indirect participation in the
underwriting of such Offered Securities, although such a firm may participate in
the distribution of such Offered Securities under circumstances entitling it to
a dealer's commission. It is anticipated that any underwriting agreement
pertaining to any Offered Securities will (1) entitle the underwriters to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended (the 'Securities Act'),
or to contribution for payments which the underwriters may be required to make
in respect thereof, (2) provide that the obligations of the underwriters will be
subject to certain conditions precedent, and (3)
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provide that the underwriters generally will be obligated to purchase all
Offered Securities if any are purchased.
The Company also may sell Offered Securities to a dealer as principal. In
such event, the dealer may then resell such Offered Securities to the public at
varying prices to be determined by such dealer at the time of resale. The name
of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
Offered Securities also may be offered through agents designated by the
Company from time to time. Any such agent will be named, and the terms of any
such agency will be set forth, in the Prospectus Supplement relating thereto.
Unless otherwise indicated in such Prospectus Supplement, any such agent will
act on a best efforts basis for the period of its appointment and any such agent
may utilize dealers or selling groups in connection with the resale of Notes
purchased by such agent as principal.
As one of the means of direct issuance of the Offered Securities, the
Company may utilize the services of any available electronic auction system to
conduct an electronic 'dutch auction' of the Offered Securities among potential
purchasers who are eligible to participate in the auction of such Offered
Securities, if so described in the Prospectus Supplement.
Dealers and agents named in a Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the Offered
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, the Company in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Offered Securities that are to be issued as Bearer Securities will agree that it
will not offer, sell or deliver, directly or indirectly, Bearer Securities in
the United States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Offered
Securities.
As used herein, 'United States' means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction, and 'United States
person' means an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source.
Offers to purchase Offered Securities may be solicited directly by the
Company or through its subsidiaries and sales thereof may be made by the Company
directly to institutional investors or others. The terms of any such sales will
be described in the Prospectus Supplement relating thereto.
If so indicated in a Prospectus Supplement, the Company will authorize
underwriters or other agents of the Company to solicit offers by certain
institutions to purchase the Offered Securities from the Company pursuant to
contracts providing for payment and delivery at a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such contract will not
be subject to any conditions except that (1) the purchase of the Offered
Securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (2) if the Offered
Securities are also being sold to underwriters, the Company shall have sold to
such underwriters the Offered Securities not subject to delayed delivery.
Underwriters and other agents will not have any responsibility in respect of the
validity or performance of such contracts.
The anticipated date of delivery of Offered Securities will be as set forth
in the Prospectus Supplement relating to the offering of such Securities.
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LEGAL MATTERS
The legality of the Securities offered hereby will be passed upon by Dewey
Ballantine, 1301 Avenue of the Americas, New York, New York, on behalf of the
Company, and by Whitman Breed Abbott & Morgan, 200 Park Avenue, New York, New
York, on behalf of the underwriters or agents, if any.
EXPERTS
The financial statements and the related supplemental schedule and
supplemental note incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 have
been audited by Deloitte & Touche LLP, independent public accountants, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............................. $1,034,483
Printing and engraving.......................................................... 15,000*
Accounting services............................................................. 40,000*
Legal services.................................................................. 75,000*
Fees and expenses of Trustees................................................... 40,000*
Rating agency fees.............................................................. 750,000*
Expenses of qualification under state blue sky laws............................. 5,000*
Miscellaneous................................................................... 25,000*
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Total................................................................. $1,984,483
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</TABLE>
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* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the By-Laws of the Company provides for indemnification of
directors, officers and employees of the Company for expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to threatened, pending or completed actions, suits or proceedings to which such
person may be a party, to the full extent permitted under the laws of the State
of Delaware. Under such laws, indemnification of such a person may be made if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. With respect to suits by or in the right of the corporation, such
person may not be indemnified if he has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation.
In addition, Article X to the Company's Restated Certificate of
Incorporation limits the right of stockholders of the Company, and the right of
the Company itself, to sue and recover from the directors monetary damages for
acts of negligence, including gross negligence, for breach of the duty of care.
The directors will not be liable for gross negligence in connection with, among
other things, decisions made on a proposal for acquisition of the Company or its
assets. Article X does not eliminate or limit a director's liability for: (i)
breaches of the duty of loyalty to the Company or to its stockholders; (ii) acts
or omissions not in good faith or involving intentional misconduct or a knowing
violation of law; (iii) willfully or negligently paying or making unlawful
dividends or unlawful stock repurchases or redemptions; or (iv) engaging in
transactions in which he receives any improper personal benefit. Article X does
not eliminate liability for a director acting in his capacity as an officer,
preclude recovery against the directors in actions brought by third parties or
affect a director's liability under the Federal securities laws. In addition,
the Company and its stockholders retain the right to pursue equitable remedies
against the directors, such as an injunction or rescission of a contract.
The Company has in effect a policy insuring itself, its subsidiaries and
their respective directors and officers, to the extent they may be required or
permitted to indemnify such officers or directors, against certain liabilities
arising from acts or omissions in the discharge of their duties that they shall
become legally obligated to pay. The policy is for a period ending July 1, 1996,
and provides a maximum coverage of $30,000,000 for a period of one year and
(subject to certain enumerated exclusions) covers 100% of all losses above the
deductible amount of $1,000,000.
The Company also has in effect indemnification agreements with each of its
directors, which provide that such directors will be indemnified against
expenses, judgments, penalties, fines and amounts paid in settlement of
threatened, pending or completed actions, suits or proceedings to which any such
person is, or is threatened to be made, a party, to the fullest extent permitted
by applicable law as in effect from time to time. Such agreements also require
the Company to advance all reasonable expenses incurred by a director in any
such proceeding provided that he undertakes to repay the
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amount advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses. The agreements provide that upon the
occurrence of a 'change in control' (as defined therein) of the Company, the
Company has the burden of proof to establish that a director who has requested
indemnification is not entitled to it.
As permitted by the Employee Retirement Income Security Act of 1974, the
Company has obtained a Corporate Fiduciary's Liability Insurance Policy covering
all employees entrusted with fiduciary responsibilities under certain of the
Company's employee welfare or benefit plans. The maximum coverage provided by
this policy is an aggregate of $5,000,000 per year.
Article VII of Annex A of the form of the Underwriting Agreement,
incorporated by reference as Exhibit 1.1 to this Registration Statement and
incorporated herein by reference, provides for indemnification in certain
circumstances on the part of the Underwriters with respect to the accuracy and
completeness of this Registration Statement and with respect to certain civil
liabilities, including liabilities under the Act.
Section 7 of the form of the Distribution Agreement, incorporated by
reference as Exhibit 1.2 to this Registration Statement and incorporated herein
by reference, provides for indemnification in certain circumstances on the part
of the Agents with respect to the accuracy and completeness of this Registration
Statement and with respect to certain civil liabilities, including liabilities
under the Act.
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ITEM 16. LIST OF EXHIBITS.
<TABLE>
<C> <S>
1.1 -- Form of Underwriting Agreement (incorporated by reference to Exhibit 1 to the Registrant's
Registration Statement on Form S-3 (Reg. No. 33-2797)).
1.2 -- Form of Distribution Agreement between the Company and the agents named therein, relating to
distribution of the Company's Medium-Term Notes (incorporated by reference to Exhibit 1.2 to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-51833)).
4.1 -- Amended and Restated Standard Multiple-Series Indenture Provisions (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (Reg. No. 33-38287)).
4.2 -- First Supplemental and Restated Indenture dated as of December 1, 1990 between the Company and
The Chase Manhattan Bank (National Association), as Trustee (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (Reg. No. 33-51833)).
4.3 -- A form of the Fixed Rate Medium-Term Notes (Global) (incorporated by reference to Exhibit 4.7
to the Registrant's Registration Statement on Form S-3 (Reg. No. 33-51833)).
4.4 -- A form of the Fixed Rate Medium-Term Notes (Certificated) (incorporated by reference to Exhibit
4.8 to the Registrant's Registration Statement on Form S-3 (Reg. No. 33-51833)).
4.5 -- A form of the Floating Rate Medium-Term Notes (Global) (incorporated by reference to Exhibit
4.9 to the Registrant's Registration Statement on Form S-3 (Reg. No. 33-51833)).
4.6 -- A form of the Floating Rate Medium-Term Notes (Certificated) (incorporated by reference to
Exhibit 4.10 to the Registrant's Registration Statement on Form S-3 (Reg. No. 33-51833)).
5 -- Opinion of Dewey Ballantine as to legality of the securities being registered, including
consent.*
12 -- Computation of Ratios of Earnings to Fixed Charges of Beneficial Corporation and Consolidated
Subsidiaries (Continuing Operations Only) (incorporated by reference to Note 9. to Notes to
Financial Statements of the Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1995 and Exhibit 12 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
23.1 -- Consent of Dewey Ballantine (included in Exhibit 5).*
23.2 -- Consent of Deloitte & Touche LLP.**
24 -- Powers of Attorney.**
25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The
Chase Manhattan Bank (National Association), as Trustee.*
</TABLE>
- ------------
* Filed with this amendment.
** Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Act,
unless the information required to be included in such post-effective
amendment is contained in a periodic report filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934, as amended (the 'Exchange Act'), and incorporated by reference in
this registration statement;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement, unless such information required to be included in
such post-effective amendment is contained in a periodic report filed by
the registrant pursuant to section 13 or section 15(d) of the
II-3
<PAGE>
<PAGE>
Exchange Act and incorporated herein by reference. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement 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.
(5) That, for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(6) That, 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions (except for the insurance referred to in
the fourth paragraph of Item 15), 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.
II-4
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Peapack, New Jersey on the 30th day of January, 1996.
BENEFICIAL CORPORATION
/s/ ANDREW C. HALVORSEN
By ......................................
(ANDREW C. HALVORSEN,
MEMBER OF THE OFFICE OF THE PRESIDENT,
FIRST VICE PRESIDENT AND
CHIEF FINANCIAL 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
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
* Chairman of the Board of Directors, Chief January 30, 1996
......................................... Executive Officer and Director (Principal
(FINN M. W. CASPERSEN) Executive Officer)
/S/ ANDREW C. HALVORSEN Member of the Office of the President, First January 30, 1996
......................................... Vice President, Chief Financial Officer
(ANDREW C. HALVORSEN) and Director (Principal Financial Officer)
/S/ RONALD E. BOMBOLIS Senior Vice President and Controller January 30, 1996
......................................... (Principal Accounting Officer)
(RONALD E. BOMBOLIS)
* Director January 30, 1996
.........................................
(CHARLES W. BOWER)
* Director January 30, 1996
.........................................
(ROBERT J. CALLANDER)
* Director January 30, 1996
.........................................
(ROBERT C. CANNADA)
* Director January 30, 1996
.........................................
(LEONARD S. COLEMAN, JR.)
* Director January 30, 1996
.........................................
(DAVID J. FARRIS)
* Director January 30, 1996
.........................................
(JAMES H. GILLIAM, JR.)
* Director January 30, 1996
.........................................
(ROLAND A. HERNANDEZ)
* Director January 30, 1996
.........................................
(J. ROBERT HILLIER)
</TABLE>
II-5
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
* Director January 30, 1996
.........................................
(GERALD L. HOLM)
* Director January 30, 1996
.........................................
(THOMAS H. KEAN)
* Director January 30, 1996
.........................................
(STEVEN MULLER)
* Director January 30, 1996
.........................................
(SUSAN JULIA ROSS)
* Director January 30, 1996
.........................................
(ROBERT A. TUCKER)
* Director January 30, 1996
.........................................
(SUSAN M. WACHTER)
* Director January 30, 1996
.........................................
(CHARLES H. WATTS, II)
* Director January 30, 1996
.........................................
(K. MARTIN WORTHY)
</TABLE>
*Andrew C. Halvorsen, pursuant to Powers of Attorney (executed by each of
the officers and directors indicated above and filed as Exhibit 24 hereto), by
signing his name hereto does hereby sign and execute this Registration Statement
on behalf of each such officer and director.
/S/ ANDREW C. HALVORSEN
.....................................
(ANDREW C. HALVORSEN)
January 30, 1996
II-6
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as............. 'r'
<PAGE>
<PAGE>
Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019
January 30, 1996
Beneficial Corporation
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 being filed by
Beneficial Corporation (the "Company") with the Securities and Exchange
Commission, relating to $3,000,000,000 (or the equivalent thereof in foreign
currencies or currency units) aggregate principal amount of Debt Securities
(hereinafter called the "Securities") of the Company. We also refer to the First
Supplemental and Restated Indenture, dated as of December 1, 1990, between the
Company and The Chase Manhattan Bank (National Association), as Trustee, which
was previously filed as Exhibit 4.2 to Registration Statement No. 33-51833 (the
"Indenture").
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of officers of the Company and of public officials and
such other documents as we have deemed appropriate as a basis for the opinions
expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Company is a duly organized and existing corporation under the laws
of the State of Delaware; and
2. Assuming the due execution and delivery of the Indenture by the Trustee,
upon the taking of appropriate further corporate action by the Company and
the due
<PAGE>
<PAGE>
Beneficial Corporation
January 30, 1996; p. 2
execution and delivery of the Securities on behalf of the Company, the
Securities will be duly and validly authorized and, when duly authenticated
by the Trustee and sold and delivered at the price and in accordance with the
terms set forth in the Prospectus constituting a part of the Registration
Statement and the supplement or supplements to such Prospectus, will be
valid, legal and binding obligations of the Company in accordance with their
terms and will be entitled to the benefits of the Indenture.
We consent to the use of this opinion in the Registration Statement and to
the reference to our name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
DEWEY BALLANTINE
<PAGE>
<PAGE>
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)_________________
------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
---------------
BENEFICIAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
51-0003820
(I.R.S. Employer Identification No.)
1 CHRISTINA CENTRE
301 NORTH WALNUT STREET
WILMINGTON, DELAWARE
(Address principal executive offices)
19801
(Zip Code)
---------------------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect . (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger of
said corporations, all of which documents are still in effect. (See
Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 16(25.1)), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration
No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority. (SEE EXHIBIT 7)
- -------------------
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
-------------------
1.
<PAGE>
<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 23rd day of January, 1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Thomas J. Provenzano
__________________________________
By: Thomas J. Provenzano,
Second Vice President
2.
<PAGE>
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on September 30,
1995, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
----------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ....................................................... $ 5,081,000
Interest-bearing balances ................................................................................ 5,957,000
Held to maturity securities .................................................................................. 1,678,000
Available-for-sale securities ................................................................................ 5,303,000
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold ....................................................................................... 1,806,000
Securities purchased under agreements to resell .......................................................... 23,000
Loans and lease financing receivable:
Loans and leases, net of unearned income ............................................ $55,682,000
LESS: Allowance for loan and lease losses ........................................... 1,112,000
LESS: Allocated transfer risk reserve .............................................. 0
-----------
Loans and leases, net of unearned income, allowance, and reserve ......................................... 54,570,000
Assets held in trading accounts .............................................................................. 12,551,000
Premises and fixed assets (including capitalized leases) ..................................................... 1,755,000
Other real estate owned ...................................................................................... 400,000
Investments in unconsolidated subsidiaries and associated companies .......................................... 30,000
Customers' liability to this bank on acceptances outstanding ................................................. 1,091,000
Intangible assets ............................................................................................ 1,344,000
Other assets ................................................................................................. 6,322,000
-----------
TOTAL ASSETS ................................................................................................. $97,911,000
===========
LIABILITIES
Deposits:
In domestic offices ........................................................................................ $31,007,000
Noninterest-bearing ............................................................... $12,166,000
Interest-bearing .................................................................. 18,841,000
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs .............................................. 36,015,000
Noninterest-bearing ............................................................... $ 3,258,000
Interest-bearing .................................................................. 32,757,000
-----------
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased .................................................................................... 1,673,000
Securities sold under agreements to repurchase ............................................................. 233,000
Demand notes issued to the U.S. Treasury ....................................................................... 25,000
Trading liabilities ............................................................................................ 9,105,000
Other borrowed money:
With original maturity of one year or less ................................................................. 2,783,000
With original maturity of more than one year ............................................................... 395,000
Mortgage indebtedness and obligations under capitalized leases ................................................. 40,000
Bank's liability on acceptances executed and outstanding ....................................................... 1,100,000
Subordinated notes and debentures .............................................................................. 1,960,000
Other liabilities .............................................................................................. 5,747,000
-----------
TOTAL LIABILITIES .............................................................................................. 90,083,000
-----------
Limited-life preferred stock and related surplus ............................................................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................................................... 0
Common stock ........................................................................................................ 921,000
Surplus ............................................................................................................. 5,244,000
Undivided profits and capital reserves .............................................................................. 1,695,000
Net unrealized holding gains (losses) on available-for-sale securities .............................................. (43,000)
Cumulative foreign currency translation adjustments ................................................................. 11,000
------------
TOTAL EQUITY CAPITAL ................................................................................................ 7,828,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL ............................................................................................ $ 97,911,000
============
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We 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.
(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle
