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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2000
SUPERIOR BANK FSB
(as seller and servicer under the Sale and Servicing Agreement, dated as of
March 1, 2000, providing for the issuance of AFC Mortgage Loan Asset Backed
Notes, Series 2000-1)
SUPERIOR BANK FSB
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(Exact name of Issuer as specified in its charter)
United States 333-83597 36-1414142
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Lincoln Center
Oakbrook Terrace, Illinois 60181
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (630) 916-4000
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Item 5. Other Events.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
25.1. Statement of eligibility of LaSalle Bank N.A. on Form T-1 under
the Trust Indenture Act of 1939 of a Corporation designated to act as Trustee.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUPERIOR BANK FSB
By: /s/ William C. Bracken
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Name: William C. Bracken
Title: Senior Vice President
and Chief Financial Officer
Dated: March 27, 2000
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EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description
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1 25.1 Form T-1
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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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LASALLE BANK N.A.
(Exact name of trustee as specified in its charter)
36-1521370
(I.R.S. Employer Identification No.)
135 South LaSalle Street, Suite 1625 Chicago, Illinois 60674
(Address, including zip code, of principal executive offices)
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Mr. Robert K. Quinn
Senior Vice President and General Counsel
Telephone: (312) 443-2010
135 South LaSalle Street
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
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SUPERIOR BANK FSB
(Exact name of obligor as specified in its charter)
United States 36-1414142
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Superior Bank FSB
One Lincoln Center
Oakbrook Terrace, Illinois 60181
(Address, including zip code, of registrant's Principal Executive Offices)
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AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES 2000-1
(Title of the indenture securities)
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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.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation, Washington, D.C.
3. The Board of Governors of the Federal Reserve Systems,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting
securities of the trustee:
Not applicable
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, furnish the
following information:
(a) Title of the securities outstanding under each other indenture.
Not applicable
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act arises
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as a result of the trusteeship under such other indenture,
including a statement as to how the indenture securities will
rank as compared with the securities issued under such other
indenture.
Not applicable
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the
nature of each such connection.
Not applicable
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner
and executive officer of the obligor.
Not applicable
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and
each director, partner, and executive officer of each such
underwriter.
Not applicable
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations in
default by the trustee:
Not applicable
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ITEM 9. SECURITIES OF THE UNDERWRITER OWNED OR HELD BY THE TRUSTEE.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by
the trustee.
Not applicable
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to
the voting securities of such person.
Not applicable
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the
knowledge of the trustee, owns 50 percent or more of the voting
securities of the obligor, furnish the following information as to
each class of securities of such person any of which are so owned or
held by the trustee.
Not applicable
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
If the obligor is indebted to the trustee, furnish the following
information.
Not applicable
ITEM 13. DEFAULTS BY THE OBLIGOR.
a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
Not applicable
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b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series, identify the indenture or series affected, and explain the
nature of any such default.
Not applicable
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified.
Not applicable
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility
and qualification.
1. A copy of the Articles of Association of LaSalle Bank N.A.
now in effect.
2. A copy of the certificate of authority to commence business.
3. A copy of the authorization to exercise corporate trust
powers.
4. A copy of the existing By-Laws of LaSalle Bank N.A.
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
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.
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8. Not applicable.
9. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle Bank N.A., a corporation organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 11th day of
August 1998.
LaSalle Bank N.A.
By: /s/ Cynthia Reis
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Cynthia Reis
Vice President
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EXHIBIT 1
ARTICLES OF ASSOCIATION
FIRST. The title of this association shall be LaSalle Bank National Association.
SECOND. The main office of the association shall be in Chicago, County of Cook,
State of Illinois. The general business of the association shall be conducted at
its main office and its branches.
THIRD. The board of directors of this association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director, during the full term of his or her
directorship, shall own a minimum of $1,000 aggregate par value of stock of this
association or a minimum par, market value or equity interest of $1,000 of stock
in the bank holding company controlling this association.
Any vacancy in the board of directors may be filled by action of the board of
directors provided, however, that a majority of the full board of directors may
not increase the number of directors to a number which: (1) exceeds by more than
two the number of directors last elected by shareholders where the number was 15
or less; and (2) exceeds by more than four the number of directors last elected
by shareholders where the number was 16 or more, but in no event shall the
number of directors exceed 25.
FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the board of directors
may designate, on the day of each year specified therefor in the bylaws, or if
that day falls on a legal holiday in the state in which the association is
located, on the next following banking day. If no election is held on that day,
it may be held on any subsequent day according to such lawful rules as may be
prescribed by the board of directors.
Nominations for election to the board of directors may be made by the board of
directors or by any stockholder of any outstanding class of capital stock of the
bank entitled to vote for election of directors.
FIFTH. The authorized amount of capital stock of this association shall be 8
million shares of common stock of the par value of ten dollars ($10.00) each;
but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the corporation shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the corporation, whether now or hereafter authorized, or to
any obligations convertible into stock of the corporation, issued, or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion may from time to time determine and at such
price as the board of directors may
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from time to time fix.
The association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The board of directors shall appoint one of its members president of this
association, who shall be chairperson of the board, unless the board appoints
another director to be the chairperson. The board of directors shall have the
power to appoint one or more vice presidents, a secretary who shall keep minutes
of the directors and shareholders meeting and be responsible for authenticating
the records of the association and such other officers and employees as may he
required to transact the business of this association. A duly appointed officer
may appoint one or more officers or assistant officers if authorized by the
board of directors in accordance with the bylaws.
The board of directors shall have the power to define the duties of the officers
and employees of the association; dismiss officers and employees; require bonds
from officers and employees and to fix the penalty thereof; regulate the manner
in which any increase of the capital of the association shall be made; manage
and administer the business and affairs of the association; make all bylaws that
it may be lawful for the board to make; and generally to perform all acts that
are legal for a board of directors to perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of Chicago, without the
approval of the shareholders, and shall have the power to establish or change
the location of any branch or branches of the association to any other location
permitted under applicable law, without the approval of the shareholders.
EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.
NINTH. The board of directors of this association, or any one or more
shareholders owning, in the aggregate, not less than fifty percent of the stock
of this association, may call a special meeting of shareholders at any time.
Unless otherwise provided by the laws of the United States, a notice of the
time, place, and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least 10 days
prior to the date of the meeting to each shareholder of record at his/her
address as shown upon the books of this association.
TENTH. To the full extent permitted by the General Corporation Law of the State
of Delaware or by any other applicable laws presently or hereafter in effect and
subject to the provisions of this article Tenth, the association may indemnify
any person who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the association) by reason of the fact that he or she is or was a
director, officer, employee or agent of the association, or is or was serving at
the request of the association as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise, against
expenses, including
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attorney fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Association, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful, provided no director, officer, employee
or agent of the association shall be indemnified against any expenses, penalties
or other payments incurred in an administrative proceeding or action instituted
by an appropriate bank regulatory agency resulting in a final order assessing
civil money penalties or requiring affirmative action by an individual or
individuals in the form of payments to this association. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of no contest or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
association, and with respect to any criminal action or proceeding, did not have
reasonable cause to believe that his or her conduct was unlawful.
To the full extent permitted by the General Corporation Law of the State of
Delaware or by any other applicable laws presently or hereafter in effect and
subject to the provisions of this article Tenth, the association shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
association to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the association, or is
or was serving at the request of the association as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
association and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of this duty to the
association unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper, provided no director, officer, employee or agent of the association
shall be indemnified against any expenses, penalties or other payments incurred
in an administrative proceeding or action instituted by an appropriate bank
regulatory agency resulting in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this association, and under circumstances in which he or she would
be entitled to indemnification under this article Tenth, no director of the
association shall be personally liable to the association or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the association.
Any indemnification under this article Tenth unless ordered by a court shall be
made by the association only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in this article Tenth. Such determination shall be made:
(a)
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by the board of directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding; (b) if such a quorum is
not obtainable, or even if obtainable, a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion; or (c) by the
shareholders.
Expenses, including attorneys' fees, incurred in defending a civil or criminal
action, suit or proceeding, shall be paid by the association in advance of the
final disposition of such action, suit or proceeding as authorized in the manner
provided in the third subparagraph of this article Tenth herein upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he or she is
entitled to be indemnified by the association as authorized in this article
Tenth.
The indemnification provided by this article Tenth shall not be deemed exclusive
of any other rights to which any person may be entitled under any bylaw,
agreement vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The association, shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
association, or is or was serving at the request of the association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the association would have the power to indemnify him against
such liability under the provisions of this article Tenth, provided, the power
of the association to purchase and maintain insurance as herein provided shall
not include insurance with respect to expenses, penalties or other payments of a
director, officer, employee or agent of the association incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency resulting in a final order assessing civil money penalties or requiring
affirmative action by such individual or individuals in the form of payments to
this association.
For purposes of this article, references to "the association" shall include, in
addition to the surviving association or corporation, any merging or
consolidating association or corporation (including any association or
corporation having merged or consolidated with a merging or consolidating
association or corporation) absorbed in a merger or consolidation which, if its
separate existence had continued, would have had the power and authority to
indemnify its directors, officers, employees and agents, so that any person who
was a director, officer, employee or agent of such merging or consolidating
association or corporation, or was serving at the request of such merging or
consolidating association or corporation as a director, officer, employee or
agent of another association, corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
article with respect to the surviving association or corporation as such person
would have with respect to such merging association or corporation if its
separate
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existence had continued.
For purposes of this article, references to "other enterprises" shall include
employee benefit plans, references to "fines" shall include any excise taxes,
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the association" shall include any service as a
director, officer, employee or agent of the association which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries.
The invalidity or unenforceability of any provision of this article Tenth shall
not affect the validity or enforceability of the remaining provisions of this
article Tenth.
ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount.
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EXHIBIT 2
CERTIFICATE OF AUTHORITY TO COMMENCE BUSINESS
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Comptroller of the Currency
Administrator of National Banks
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Washington, D.C. 20219
CERTIFICATE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended 12 U.S.C. 1, et seq., as amended, has possession, custody and control
of all records pertaining to the chartering of all National Banking
Associations.
2. "LaSalle Bank, National Association," Chicago, Illinois, (Charter No. 14362)
is a National Banking Association formed under the laws of the United States and
is authorized thereunder to transact the business of banking on the date of this
Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents
at the Treasury Department in the City
of Washington and District of Columbia,
this 17th day of December, 1999.
/s/ John D. Hawke, Jr.
---------------------------------------
Comptroller of the Currency
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EXHIBIT 3
AUTHORIZATION TO EXERCISE
CORPORATE TRUST POWERS
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Comptroller of the Currency
Administrator of National Banks
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Washington, D.C. 20219
Certification of Fiduciary Powers
---------------------------------
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify the records
in this Office evidence "LaSalle National Bank", Chicago, Illinois, (Charter No.
14362), was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of The Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a. I further
certify the authority so granted remains in full force and effect.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
Office of the Comptroller of the
Currency to be affixed to these presents
at the Treasury Department, in the City
of Washington and District of Columbia,
this 9th day of November, 1999
/s/ Eugene A. Ludwig
---------------------------------------
Comptroller of the Currency
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EXHIBIT 4
BYLAWS
of
LASALLE BANK NATIONAL ASSOCIATION
(a National Banking Association which association
is herein referred to as the "bank")
ARTICLE I
MEETINGS OF THE SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the shareholders
to elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the association, 135 South
LaSalle Street, Chicago, Illinois, at 8:30 A.M. on the third Wednesday of April
of each year, or at such other place or time as the board of directors may
designate. Notice of the meeting shall be mailed, postage prepaid, at least 10
days prior to the date thereof, addressed to each shareholder at the address
appearing on the books of the association. If, for any cause, an election of
directors is not made on that day, the board of directors shall order the
election to be held on some subsequent day, as soon thereafter as practicable,
according to the provisions of law; and notice shall be given in the manner
herein provided for the annual meeting.
SECTION 1.2. SPECIAL MEETINGS. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the board of directors or by any three or more shareholders owning,
in the aggregate, not less than fifty percent of the stock of the association.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than 120 days prior to the date fixed for the
meeting, to each shareholder at the address appearing on the books of the
association, a notice stating the purpose of the meeting.
SECTION 1.3. JUDGES OF ELECTION. Every election of directors shall be
managed by three judges who shall be appointed by the board of directors. The
judges of election shall hold and conduct the election at which they are
appointed to serve. After the election, they shall file with the Secretary a
certificate signed by them, certifying the result thereof and the names of the
directors elected. The judges of election, at the request of the chairperson of
the meeting, shall act as tellers of any other vote by ballot taken at such
meeting, and shall certify the result thereof.
SECTION 1.4. PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this association shall act as proxy. Proxies shall be valid for one meeting,
to be specified therein, and any adjournments of such
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meeting. Proxies shall be dated and filed with the records of the meeting.
SECTION 1.5. QUORUM. A majority of the outstanding capital stock, presented
in person or by proxy, shall constitute a quorum at any meeting of shareholders,
unless otherwise provided by law; but less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned, without
further notice. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the articles of association.
ARTICLE II
DIRECTORS
SECTION 2.1. BOARD OF DIRECTORS. The board of directors (board) shall have
the power to manage and administrate the business and affairs of the
association. Except as expressly limited by law, all corporate powers of the
association shall be vested in and may be exercised by the board.
SECTION 2.2. NUMBER. The board shall consist of not less than five nor more
than twenty- five shareholders, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of the shareholders at any meeting thereof,
or if such a resolution shall not be in effect, such number shall be five;
provided however, that a majority of the full board may not increase the number
of directors by more than two if the number of directors last elected by
shareholders was fifteen or less and by not more than four where the number of
directors last elected by shareholders was sixteen or more, provided that in no
event shall the number of directors exceed twenty-five.
SECTION 2.3. ORGANIZATION MEETING. The Secretary, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election, and of the time at which they are required to
meet, at the main office of the association or at such other place as the board
may designate to organize the new board and elect and appoint officers of the
association for the succeeding year. Such meeting shall be held on the day of
the election or as soon thereafter as practicable, and, in any event, within 30
days thereof. If, at the time fixed for such meeting, there shall not be a
quorum, the directors present may adjourn the meeting, from time to time, until
a quorum is obtained.
SECTION 2.4. REGULAR MEETINGS. The regular meetings of the board shall be
held, without notice, on the third Wednesday of each month, other than August
and December, at the main office or at such other place as the board may
designate. When any regular meeting of the board falls upon a holiday, the
meeting shall be held on the next banking business day unless the board shall
designate another day.
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SECTION 2.5. SPECIAL MEETINGS. Special meetings of the board may be called
by the chairman of the board, the president of the association, or at the
request of three or more directors. Each member of the board shall be given
notice stating the time and place by telegram, letter, telephonic
communications, or in person, of each special meeting.
SECTION 2.6. QUORUM. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.
SECTION 2.7. VACANCIES. When any vacancy occurs among the directors, the
remaining members of the board, according to the laws of the United States, may
appoint a director to fill such vacancy at any regular meeting of the board or
at a special meeting called for that purpose in conformance with Section 2.5 of
this article.
SECTION 2.8. RETIREMENT POLICY. A retirement policy adopted by the board
shall be applicable to directors who are not active officers of the association.
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<PAGE>
ARTICLE III
COMMITTEES OF THE BOARD
SECTION 3.1. EXECUTIVE COMMITTEE. There shall be an executive committee of
the board composed of not less than three directors, at least one of whom shall
not be an active officer of the association, appointed by the board annually or
more often. This committee shall also exercise such other powers and perform
such other duties as shall be specified by resolution of the board. When the
board is not in session, the executive committee shall have and may exercise all
the powers of the board that may lawfully be delegated. The executive committee
shall keep minutes of its meetings, and such minutes shall be submitted at the
next regular meeting of the board at which a quorum is present, and any action
taken by the board with respect thereto shall be entered in the minutes of the
board.
SECTION 3.2. AUDIT COMMITTEE. There shall be an audit committee of the
board composed of not less than three directors, exclusive of any active
officers of the association, appointed by the board annually or more often. The
duty of the audit committee shall be, at least once during each calendar year,
to examine or cause suitable examinations to be made by auditors responsible
only to the board of (l) the affairs of the association and, (2) the fiduciary
activities of the association. The results of such examination shall be reported
in writing to the board at the next regular meeting thereafter.
SECTION 3.3. COMMUNITY REINVESTMENT COMMITTEE. There shall be a community
reinvestment committee of the board composed of not less than three directors,
at least one of whom shall not be an active officer of the association,
appointed by the board annually or more often. It shall be the duty of this
committee to review the community reinvestment activities of the association.
The community reinvestment committee shall perform such other functions as may
be assigned by the full board. When the community reinvestment committee is not
in session the executive committee shall perform all of the duties of the
community reinvestment committee.
SECTION 3.4. OTHER COMMITTEE. The board may appoint, from time to time,
from its own members, other committees of one or more persons, for such purposes
and with such powers as the board may determine.
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<PAGE>
ARTICLE IV
OFFICERS AND EMPLOYEES
SECTION 4.1. CHAIRMAN OF THE BOARD. The board shall appoint one of its
members to be the chairman of the board. The chairman of the board shall preside
at all meetings of the board. The chairman of the board shall supervise the
carrying out of the policies adopted or approved by the board, and shall have
general executive powers, as well as the specific powers conferred by these
bylaws. The chairman of the board shall also have and may exercise such further
powers and duties as from time to time may be conferred upon, or assigned by the
board. The chairman of the board shall be ex officio a member of all committees,
except the audit committee and the trust audit committee.
SECTION 4.2. VICE CHAIRMAN OF THE BOARD. The board shall appoint one or
more of its members to be vice chairmen of the board. The vice chairmen shall
perform such duties as may from time to time be assigned by the board.
SECTION 4.3. PRESIDENT. The board shall appoint one of its members to be
the president of the association. The president shall be the chief executive
officer of the association and in the absence of the chairman, the president
shall preside at any meeting of the board. The president shall have general
executive powers, and shall have and may exercise any and all other powers and
duties pertaining by law, regulation, or practice, to the office of president,
or imposed by these bylaws. The president shall have general supervision of the
business, affairs and personnel of the association and in the absence of the
chairman, shall exercise the powers and perform the duties of the chairman of
the board. The president shall be ex officio a member of all committees, except
the audit committee and the trust audit committee. The president shall also have
and may exercise such further powers and duties as from time to time may be
conferred, or assigned by the board.
SECTION 4.4. CHIEF OPERATING OFFICER. The board may appoint a Chief
Operating Officer. The chief operating officer shall perform such duties as may
from time to the be assigned by the board, the chairman of the board or the
president.
SECTION 4.5. SENIOR OFFICERS. The board may appoint one or more executive
vice presidents and one or more senior vice presidents. Each such senior officer
shall have such powers and duties as may be assigned to such person by the
board, the chairman of the board, or the president.
SECTION 4.6. VICE PRESIDENT. The board may appoint one or more vice
presidents. Each vice president shall have such powers and duties as may be
assigned to such person by the board, the chairman of the board, or the
president.
SECTION 4.7. SECRETARY. The board shall appoint a secretary who shall be
secretary of the association, shall keep accurate minutes of all meetings, and
shall have such powers and perform
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<PAGE>
such other duties as may be assigned to such person from time to time, by the
board, the chairman of the board, or the president.
SECTION 4.8. CASHIER. The board may appoint a cashier, who shall have such
powers and perform such duties as may be assigned to such person from time to
time by the board, the chairman of the board, or the president.
SECTION 4.9. OTHER OFFICERS. The board may appoint one or more assistant
vice presidents, one or more trust officers, one or more assistant secretaries,
one or more assistant cashiers, one or more managers and assistant managers of
branches and such other officers and attorneys in fact as from time to time may
appear to the board to be required or desirable to transact the business of the
association. Such officers, respectively, shall exercise such powers and perform
such duties as pertain to their several offices or as may be conferred upon, or
assigned to them by the board, the chairman of the board, or the president. The
board may authorize an officer to appoint one or more officers or assistant
officers.
SECTION 4.10. CLERKS AND AGENTS. The chairman of the board, the president,
or any other active officer of the association authorized by the chairman of the
board, or the president, may appoint and dismiss all or any paying tellers,
receiving tellers, note tellers, vault custodians, bookkeepers and other clerks,
agents and employees as they may deem advisable for the prompt and orderly
transaction of the business of the association, define their duties, fix the
salaries to be paid them and the conditions of their employment.
SECTION 4.11. RESPONSIBILITY FOR MONEYS, ETC. Each of the active officers
and clerks of this association shall be responsible for all the moneys, funds,
valuables and property of every kind and description that may from time to time
be entrusted to his care or placed in such person's hands by the board or
others, or that otherwise may come into their possession as an active officer or
clerk of this association.
SECTION 4.12. SURETY BONDS. All the active officers and clerks of this
association may be covered by one of the blanket form bonds customarily written
by the surety companies, drawn for such an amount, and executed by such surety
company, as the board may from time to time require, and duly approve; or at the
discretion of the board, all such active officers and clerks shall,
respectively, give such bond, with such security, and in such denominations as
the board may from time to time require and direct. All bonds approved by the
board shall assure the faithful and honest discharge of the respective duties of
such active officer or clerk and shall provide that such active officer or clerk
shall faithfully apply and account for all moneys, funds, valuables and property
of every kind and description that may from time to time come into such person's
hands or be entrusted to such person's care, and pay over and deliver the same
to the order of the board or to such other person or persons as may be
authorized to demand and receive the same.
SECTION 4.13. TERM OF OFFICE - OFFICER DIRECTOR. The chairman of the board,
the vice chairmen of the board and the president, together with any other active
officers who may
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be duly elected members of the board, shall hold their respective offices for
the current year for which the board (of which they shall be members) was
elected and until their successors are appointed, unless they shall resign, be
disqualified, or be removed and any vacancy occurring in the office of the
chairman of the board, the vice chairmen of the board, the president, or in the
board, shall, if required by these bylaws, be filled by the remaining members
SECTION 4.14. TENURE OF OFFICE. The executive vice presidents, the senior
vice presidents, the secretary, the cashier and all other officers shall be
appointed to hold their offices during the pleasure of the board, unless they
shall resign, become disqualified, or be removed.
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<PAGE>
ARTICLE V
FIDUCIARY SERVICES
SECTION 5.1. TRUST OFFICER. There shall be a trust officer of this
association whose duties shall be to manage, supervise and direct all the
fiduciary activities of the association. Such person shall do or cause to be
done all things necessary or proper in carrying on the fiduciary business of the
association according to provisions of law and applicable regulations; and shall
act pursuant to opinion of counsel where such opinion is deemed necessary.
Opinions of counsel shall be retained on file in connection within all important
matters pertaining to fiduciary activities. The trust officer shall be
responsible for all assets and documents held by the association in connections
with fiduciary matters.
SECTION 5.2. TRUST COMMITTEE. There shall be a trust committee of this
association composed of not less than three directors including active officers
of the association. The duty of the trust committee shall be to review the
fiduciary activities of the association. The trust committee shall perform such
other functions as may be assigned by the board.
SECTION 5.3. TRUST AUDIT COMMITTEE. The board shall appoint a committee of
not less than two directors, including members ex officio provided for in other
sections of these bylaws, exclusive of any active officers of the association,
or cause suitable audits to be made, by auditors responsible only to the board,
and at such time shall ascertain whether the association has administered
fiduciary accounts in accordance with law, Regulation 9, and sound fiduciary
principles. Notwithstanding the provisions of this Section, the board at any
time may assign to the Audit Committee, in addition to the duties of the Audit
Committee set forth in Section 3.3 of these bylaws, all of the duties of the
Trust Audit Committee and during such time as the Audit Committee is performing
the duties of both committees, the Trust Audit Committee shall cease to function
as a committee of this board. The board at any time may reassign the duties
provided for in this Section to the Trust Audit Committee.
SECTION 5.4. FIDUCIARY FILES. There shall be maintained in the association
files all fiduciary records necessary to assure that its fiduciary
responsibilities have been properly undertaken and discharged.
SECTION 5.5. TRUST INVESTMENTS. Funds held in a fiduciary capacity shall be
invested according to the instrument establishing the fiduciary relationship and
local law. Where such instrument does not specify the character and class of
investments to be made and does not vest in the association a discretion in the
matter, funds held pursuant to such instrument shall be invested in investments
in which corporate fiduciaries may invest under local law.
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<PAGE>
ARTICLE VI
STOCK AND STOCK CERTIFICATES
SECTION 6.l. TRANSFERS. Shares of stock shall be transferable on the books
of the association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall in proportion to his shares, succeed to all rights of the prior holder of
such shares.
SECTION 6.2. STOCK CERTIFICATES. Certificates of stock shall bear the
signature of the president (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the secretary, assistant
secretary, cashier, or any other officer appointed by the board for that
purpose, to be known as an authorized officer, and the seal of the association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the association
properly endorsed.
ARTICLE VII
CORPORATE SEAL
The president, the cashier, the secretary or any assistant cashier or
assistant secretary, or other officer thereunto designated by the board, shall
have authority to affix the corporate seal to any document requiring such seal,
and to attest the same. Such seal shall be substantially in the form set forth
herein.
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<PAGE>
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 8.1. INDEMNIFICATION OF ASSOCIATION'S OFFICERS, DIRECTORS, AGENTS
AND EMPLOYEES. To the full extent permitted by the General Corporation Law of
the State of Delaware or by any other applicable laws presently or hereafter in
effect and subject to the provisions of this Article VIII, the association may
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the association) by reason of the fact that he or she is or was a
director, officer, employee or agent of the association, or is or was serving at
the request of the association as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise, against
expenses, including attorney fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the association, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, provided no
director, officer, employee or agent of the association shall be indemnified
against any expenses, penalties or other payments incurred in an administrative
proceeding or action instituted by an appropriate bank regulatory agency
resulting in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
this association. The termination of any action, suit or proceeding by judgment
order, settlement, conviction, or upon a plea of no contest or its equivalent,
has not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the association, and with respect to any
criminal action or proceeding, did not have reasonable cause to believe that his
or her conduct was unlawful.
SECTION 8.2. INDEMNIFICATION OF ASSOCIATION'S OFFICERS, DIRECTORS, AGENTS
AND EMPLOYEES FOR SUIT BY OR IN RIGHT OF ASSOCIATION. To the full extent
permitted by the General Corporation Law of the State of Delaware or by any
other applicable laws presently or hereafter in effect and subject to the
provisions of this Article VII, the association shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the association to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the association, or is or was serving at the
request of the association as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the association and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of this duty
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<PAGE>
to the association unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper, PROVIDED no director, officer, employee or agent
of the association shall be indemnified against any expenses, penalties or other
payments incurred in an administrative proceeding or action instituted by an
appropriate bank regulatory agency resulting in a final order assessing civil
money penalties or requiring affirmative action by an individual or individuals
in the form of payments to this association, and under circumstances in which he
or she would be entitled to indemnification under this Article VIII, no director
of the association shall be personally liable to the association or its
stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a director of the association.
SECTION 8.3. DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification under this Article VIII unless ordered by a court shall be made
by the association only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in this Article VIII. Such determination shall be made: (a) by the
board by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding; (b) if such a quorum is not
obtainable, or even if obtainable, a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion; or (c) by the
shareholders.
SECTION 8.4. REIMBURSEMENT OF EXPENSES. Expenses, including attorneys'
fees, incurred in defending a civil or criminal action, suit or proceeding,
shall be paid by the association in advance of the final disposition of such
action, suit or proceeding as authorized in the manner provided in SECTION 8.3
herein upon receipt of an undertaking by or on behalf of tile director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he or she is entitled to be indemnified by the association as authorized in
this Article VIII.
SECTION 8.5. BYLAWS NOT EXCLUSIVE. The indemnification provided by this
Article VIII shall not be deemed exclusive of any other rights to which any
person may be entitled under any bylaw, agreement vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
SECTION 8.6. INSURANCE. The association shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the association, or is or was serving at the request of the
association as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or another enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the association would have the power to
indemnify him against such liability under the provisions of this Article VIII,
PROVIDED, the power of the association to purchase and maintain insurance
provided shall not include insurance witIl respect to expenses, penalties or
other
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<PAGE>
payments of a director, officer, employee or agent of the association incurred
in an administrative proceeding or action instituted by an appropriate bank
regulatory agency resulting in a final order assessing civil money penalties or
requiring affirmative action by such individual or individuals in the form of
payments to this association.
SECTION 8.7. MERGED AND REORGANIZED ASSOCIATIONS. For purposes of this
Article, references to "the association" shall include, in addition to the
surviving association or corporation, any merging or consolidating association
or corporation (including any association or corporation having merged or
consolidated with a merging or consolidating association or corporation)
absorbed in a merger or consolidation which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, employees and agents, so that any person who was a director, officer,
employee or agent of such merging or consolidating association or corporation as
a director, officer, employee or agent of another association, corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the surviving
association or corporation as such person would have with respect to such
merging association or corporation if its separate existence had continued.
SECTION 8.8. EMPLOYEE BENEFIT PLANS. For purposes of this Article,
references to "other enterprises" shall include employee benefit plans,
references to "fines" shall include any excise taxes, assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the association" shall include any service as a director, officer, employee
or agent of the association which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries.
SECTION 8.9. SEVERABILITY. The invalidity or unenforceability of any
provision of this Article VIII shall not affect the validity or enforceability
of the remaining provisions of this Article VIII.
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ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.1. FISCAL YEAR. The fiscal year of the association shall be the
caIendar year.
SECTION 9.2. EXECUTIVE EXECUTION OF INSTRUMENTS. All agreements,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the association by the chairman of the board,
or any vice chairman, or the president, or the chief operating officer, or any
executive vice president, or any first vice president or any vice president, or
the secretary, or the cashier, or, if in connection with the exercise of
fiduciary powers of the association, by any of those officers or by any trust
officer. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted on behalf of the association in such manner and by such
other officers as the board, the chairman of the board or the president may from
time to time direct. The provisions of this article are supplementary to any
provision of these bylaws.
SECTION 9.3. RECORDS. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board, and standing
committees of the board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the secretary
or other officer appointed to act as secretary of the meeting.
ARTICLE X
EMERGENCIES
SECTION 10.1. CONTINUATION OF BUSINESS. In the event of a state of
emergency of sufficient severity to interfere with the conduct and management of
the affairs of this association, the officers and employees will continue to
conduct the affairs of the association under such guidance from the directors as
may be available except as to matters which by statute require specific approvaI
of the board and subject to conformance with any governmental directives during
the emergency.
SECTION 10.2. DESIGNATION OF PLACE OF BUSINESS. The offices of the
association at which its business shall be conducted shall be the main office
thereof located at 135 South LaSalle Street, Chicago, Illinois, and any other
legally authorized location which may be leased or acquired by this association
to carry on its business. During an emergency resulting in any authorized place
of business of this association being unable to function, the business
ordinarily conducted at such location shall be relocated elsewhere in suitable
quarters, in addition to or in lieu of the locations heretofore mentioned, as
may be designated by the board or by the executive committee or by such
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persons as are then, in accordance with resolutions adopted from time to time by
the board dealing with the exercise of authority in the time of such emergency,
conducting the affairs of this association. Any temporarily relocated place of
business of this association shall be returned to its legally authorized
location as soon as practicable and such temporary place of business shall then
be discontinued.
ARTICLE XI
BYLAWS
SECTION 11.1. INSPECTION. A copy of the bylaws, with all amendments, shall
at all times be kept in a convenient place at the main office of the
association, and shall be open for inspection to all shareholders during banking
hours.
SECTION 11.2. AMENDMENTS. The bylaws may be amended, altered or repealed,
at any regular meeting of the board, by a vote of a majority of the total number
of the directors except as provided below. The association's shareholders may
amend or repeal the bylaws even though the bylaws also may be amended or
repealed by its board.
******
I, __________________________, certify that I am the duly constituted
secretary of LaSalle Bank National Association and as such officer am the
official custodian of its records; the foregoing bylaws are the bylaws of the
association, and all of them are now lawfully in force and effect.
I have hereunto affixed my official signature and the seal of the
association, in the City of Chicago, on this _______ day of __________, 19____.
_______________________________
Secretary
April, 1999 (SEAL)
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EXHIBIT 5
NOT APPLICABLE
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EXHIBIT 6
LaSalle Bank N.A. hereby consents in accordance with the provisions of Section
321(b) of the Trust Indenture Act of 1939, that reports of examinations by
Federal, State, Territorial and District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.
LASALLE BANK N.A.
By: /s/ Cynthia Reis
--------------------
Cynthia Reis
Vice President
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EXHIBIT 7
Latest Report of Condition of Trustee
published pursuant to law or the
requirement of its surviving or
examining authority.
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LaSalle Bank N.A. Call Date: 12/31/99 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID-.D CERT: 15407 11
Transit Number: 71000505
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1999
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>
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
1 . Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin (1) 0081 1,100,978 1.a
b. Interest-bearing balances (2) 0071 4,131 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 527,847 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 6,399,867 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 956,945 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
----
(from Schedule RC-C) 2122 20,158,099 4.a
b. LESS: Allowance for loan and lease losses 3123 362,526 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 19,795,573 4.d
5. Trading assets (from Schedule RC-D) 3545 225,581 5.
6. Premises and fixed assets (including capitalized leases) 2145 178,817 6.
7. Other real estate owned (from Schedule RC-M) 2150 2,339 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding 2155 13,625 9.
10. Intangible assets (from Schedule RC-M) 2143 131,319 10.
11. Other assets (from Schedule RC-F) 2160 965,642 11.
12. Total assets (sum of items 1 through 11) 2170 30,302,664 12. 30,302,664
- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
LaSalle National Bank Call Date:. 12/31/99 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12
Transit Number: 71000505
<TABLE>
<CAPTION>
SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
----
columns A and C from Schedule RC-E, part I) 2200 16,935,346 13.a
RCON
(1) Noniriterest-bearing (1) 6631 2,754,922 13.a.1
(2) Interest-bearing 6636 14,180,424 13.a.2 16,935,346
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) 2200 3,010,311 13.b
RCFN
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 3,010,311 13.b.2
RQFD
RCFD
----
14. Federal funds purchased and securities sold under agreements to repurchase 2800 2,586,766 14.
RCON
----
15. a. Demand notes issued to the U.S. Treasury 2840 698,848 15.a
RFCD
----
b. Trading liabilities (from Schedule RC-D) 3548 114,935 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less 2332 3,278,122 16.a
b. With a remaining maturity of more than one year through three years A547 13,366 16.b
c. With a remaining maturity of more than three years A548 52,821 16.c
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding 2920 13,625 18.
19. Subordinated notes and debentures (2) 3200 726,000 19.
20. Other liabilities (from Schedule RC-G) 2930 386,010 20.
21. Total liabilities (sum of items 13 through 20) 2948 27,816,150 21. 27,816,150
22. Not applicable.
EQUITY CAPITAL
RFCD
23. Perpetual preferred stock and related surplus 3838 452,310 23.
24. Common stock 3230 41,234 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 724,561 25.
26. a. Undivided profits and capital reserves 3632 1,355,101 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 (86,692) 26.b
27. Cumulative foreign currency translation adjustments 3284 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 2,486,514 28. 2,486,514
29. Total liabilities and equity capital (sum of items 21 and 28) 3300 30,302,664 29.
</TABLE>
<TABLE>
<CAPTION>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
<S> <C> <C>
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work perfomed for RCFD Number
the bank by independent external auditors as of any date during 1998 ---- ------
6724 N/A M.1
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company (but external auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state charter-
ing authority)
</TABLE>
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
-36-
<PAGE>
EXHIBIT 8
NOT APPLICABLE
-37-
<PAGE>
EXHIBIT 9
NOT APPLICABLE
-38-
