<PAGE> 1
As filed with the Securities and Exchange Commission on May 17, 2000
Registration No. 333-91719
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JABIL CIRCUIT, INC.
(Exact name of Registrant as specified in its charter)
-----------------------------
DELAWARE 38-1886260
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10560 Ninth Street North
St. Petersburg, Florida 33716
(727) 577-9749
-----------------------------
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Robert L. Paver, Esq.
Secretary and General Counsel
Jabil Circuit, Inc.
10560 Ninth Street North
St. Petersburg, Florida 33716
(727) 577-9749
-----------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Chester E. Bacheller, Esq.
Holland & Knight LLP
400 North Ashley Drive
Suite 2300
Tampa, Florida 33602
Phone: (813) 227-6431
Fax: (813) 229-0134
-----------------------------
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 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, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier 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. [X]
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate (other than the SEC Registration Fee)
of the fees and expenses all of which are payable by the Registrant, in
connection with the registration and sale of the securities being registered:
Commission Registration Fee...................................... $ 208,500
Trustee's Fees and Expenses ..................................... 25,000
Rating Agencies' Fees ........................................... 162,500
Transfer Agent and Registrar Fees and Expenses................... 25,000
Legal Fees and Expenses.......................................... 650,000
Accounting Fees and Expenses..................................... 50,000
Printing, Engraving and Mailing Expenses......................... 50,000
Miscellaneous.................................................... 22,000
Total............................................................ $1,193,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the General Corporation Law of the
State of Delaware ("DGCL"), each director and officer of the Registrant may be
indemnified by the Registrant against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed legal proceedings in which he is involved by reason of the
fact that he is or was a director or officer of the Registrant if he acted in
good faith and in a manner that he reasonably believed to be in or not opposed
to the best interests of the Registrant and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe that his conduct
was unlawful. If the legal proceeding, however, is by or in the right of the
Registrant, the director or officer may not be indemnified in respect of any
claim, issue or matter as to which he shall have been adjudged to be liable to
the Registrant unless a court determines otherwise.
Article Tenth of the Registrant's Certificate of Incorporation
provides for mandatory indemnification of the Registrant's directors, officers
and employees and Article VI of the Registrant's Bylaws provide for permissible
indemnification of other agents to the maximum extent permitted by the DGCL.
The Registrant has entered into Indemnification Agreements with its officers
and directors with further indemnification to the maximum extent permitted by
the DGCL.
II-1
<PAGE> 3
The general effect of the foregoing provisions may be to reduce the
circumstances in which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.
The form(s) of proposed Underwriting Agreement(s) to be filed as (an)
Exhibit(s) hereto or incorporated by reference herein may include provisions
regarding the indemnification of our officers and directors by the several
Underwriters.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
Exhibit
Number Description
- ------- -----------
1.1 Form of Underwriting Agreement.(1)
4.1 Certificate of Incorporation.+
4.2 Form of Senior Indenture.(1)
4.3 Form of Subordinated Indenture.(1)
4.4 Form of Senior Debt Security*.
4.5 Form of Subordinated Debt Security*.
4.6 Form of Convertible Debt Security*.
4.7 Form of Preferred Stock Certificate of Designation*.
4.8 Form of Warrant*.
4.9 Form of Warrant Agreement*.
4.10 Form of Deposit Agreement*.
4.11 Form of Pledge Agreement*.
4.12 Form of Intercreditor Agreement*.
5.1 Opinion of Holland & Knight LLP.(1)
12.1 Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.(1)
23.1 Consent of KPMG LLP.(1)
23.2 Consent of Ernst & Young LLP.(1)
23.3 Consent of Holland & Knight LLP (included in Exhibit 5.1).(1)
24.1 Power of Attorney of certain directors and officers of Jabil (set
forth on the signature page of the Registration Statement as filed on
November 29, 1999).
II-2
<PAGE> 4
25.1 Form T-1 Statement of Eligibility of Trustee for Senior Indenture
under the Trust Indenture Act of 1939.
25.2 Form T-1 Statement of Eligibility of Trustee for Subordinated
Indenture under the Trust Indenture Act of 1939.
(1) Previously filed as an exhibit to Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-91719) and incorporated herein by
reference.
+ Incorporated by reference to the Company's Quarterly Report on
Form 10-Q filed with the SEC on April 13, 2000.
* To be filed with a Current Report on Form 8-K or a Post-Effective
Amendment to Registration Statement.
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act,
(b) 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. 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 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement,
(c) 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, provided, however, that clauses (a)
and (b) do not apply if the information required to be
included in a post-effective amendment by such clauses is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the
Registration Statement.
II-3
<PAGE> 5
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed 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
Securities 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 this 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to its Certificate of Incorporation, Bylaws, by
agreement or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance on Rule 430A and
contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the Securities
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.
The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Petersburg, Florida on May 17, 2000.
JABIL CIRCUIT, INC.
By: /s/ Chris A. Lewis
-------------------------------------
Name: Chris A. Lewis
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act, as amended, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities indicated on May 17, 2000.
Signature Title
--------- -----
* Chairman of the Board and Chief Executive Officer
- --------------------- (Principal Executive Officer)
William D. Morean
/s/ Chris A. Lewis Chief Financial Officer (Principal Financial Officer)
- ---------------------
Chris A. Lewis
* Vice Chairman and Director
- ---------------------
Thomas A. Sansone
* Director
- ---------------------
Mel S. Lavitt
* President and Director
- ---------------------
Timothy L. Main
* Director
- ---------------------
Lawrence J. Murphy
II-5
<PAGE> 7
Signature Title
--------- -----
* Director
- ---------------------
Steven A. Raymund
* Director
- ---------------------
Frank A. Newman
By: /s/ Chris A. Lewis
---------------------
Chris A. Lewis
Attorney-in-Fact
II-6
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1.1 Form of Underwriting Agreement.(1)
4.1 Certificate of Incorporation.+
4.2 Form of Senior Indenture.(1)
4.3 Form of Subordinated Indenture.(1)
4.4 Form of Senior Debt Security*.
4.5 Form of Subordinated Debt Security*.
4.6 Form of Convertible Debt Security*.
4.7 Form of Preferred Stock Certificate of Designation*.
4.8 Form of Warrant*.
4.9 Form of Warrant Agreement*.
4.10 Form of Deposit Agreement*.
4.11 Form of Pledge Agreement*.
4.12 Form of Intercreditor Agreement*.
5.1 Opinion of Holland & Knight LLP.(1)
12.1 Computation of Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends.(1)
23.1 Consent of KPMG LLP.(1)
23.2 Consent of Ernst & Young LLP.(1)
23.3 Consent of Holland & Knight LLP (included in Exhibit 5.1).(1)
24.1 Power of Attorney of certain directors and officers of Jabil
(set forth on the signature page of the
Registration Statement as filed on November 29, 1999).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior Indenture
under the Trust Indenture Act of 1939.
25.2 Form T-1 Statement of Eligibility of Trustee for Subordinated
Indenture under the Trust Indenture Act of 1939.
(1) Previously filed as an exhibit to Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-91719) and incorporated herein by
reference.
+ Incorporated by reference to the Company's Quarterly Report on
Form 10-Q filed with the SEC on April 13, 2000.
* To be filed with a Current Report on Form 8-K or a Post-Effective
Amendment to Registration Statement.
II-7
<PAGE> 1
Exhibit 25.1
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
---------------------------------------------------
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
JABIL CIRCUIT, INC.
---------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 38-1886260
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
10560 Ninth Street North 33716
St. Petersburg, Florida (Zip code)
(Address of principal executive offices)
---------------------------
Senior Debt Securities
-----------------------------------
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
<PAGE> 2
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.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Name Address
- ---------------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 9th day of May, 2000.
THE BANK OF NEW YORK
By: /s/ MARY LAGUMINA
----------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
3
<PAGE> 4
Exhibit 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ............ $ 3,247,576
Interest-bearing balances ..................................... 6,207,543
Securities:
Held-to-maturity securities ................................... 827,248
Available-for-sale securities ................................. 5,092,464
Federal funds sold and Securities purchased under
agreements to resell .......................................... 5,306,926
Loans and lease financing receivables:
Loans and leases, net of unearned
income....................................................... 37,734,000
LESS: Allowance for loan and
lease losses................................................. 575,224
LESS: Allocated transfer risk
reserve...................................................... 13,278
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 37,145,498
Trading Assets ................................................... 8,573,870
Premises and fixed assets (including capitalized
leases) ....................................................... 723,214
Other real estate owned .......................................... 10,962
Investments in unconsolidated subsidiaries and
associated companies .......................................... 215,006
Customers' liability to this bank on acceptances
outstanding ................................................... 682,590
Intangible assets ................................................ 1,219,736
Other assets ..................................................... 2,542,157
-----------
Total assets ..................................................... $71,794,790
===========
LIABILITIES
Deposits:
In domestic offices ........................................... $27,551,017
Noninterest-bearing............................................ 11,354,172
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
Interest-bearing............................................... 16,196,845
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ...................................... 27,950,004
Noninterest-bearing............................................ 639,410
Interest-bearing............................................... 27,310,594
Federal funds purchased and Securities sold under
agreements to repurchase ...................................... 1,349,708
Demand notes issued to the U.S. Treasury ......................... 300,000
Trading liabilities .............................................. 2,339,554
Other borrowed money:
With remaining maturity of one year or less ................... 638,106
With remaining maturity of more than one year
through three years ......................................... 449
With remaining maturity of more than three years .............. 31,080
Bank's liability on acceptances executed and
outstanding ................................................... 684,185
Subordinated notes and debentures ................................ 1,552,000
Other liabilities ................................................ 3,704,252
-----------
Total liabilities ................................................ 66,100,355
===========
EQUITY CAPITAL
Common stock ..................................................... 1,135,284
Surplus .......................................................... 866,947
Undivided profits and capital reserves ........................... 3,765,900
Net unrealized holding gains (losses) on
available-for-sale securities ................................. (44,599)
Cumulative foreign currency translation adjustments
(29,097)
-----------
Total equity capital ............................................. 5,694,435
-----------
Total liabilities and equity capital ............................. $71,794,790
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
<PAGE> 6
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
<PAGE> 1
Exhibit 25.2
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------------
THE BANK OF NEW YORK
---------------------------------------------------
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
JABIL CIRCUIT, INC.
---------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 38-1886260
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
10560 Ninth Street North 33716
St. Petersburg, Florida (Zip code)
(Address of principal executive offices)
---------------------------
Subordinated Debt Securities
-----------------------------------
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
<PAGE> 2
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.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 9th day of May, 2000.
THE BANK OF NEW YORK
By: /s/ MARY LAGUMINA
----------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
3
<PAGE> 4
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ............ $ 3,247,576
Interest-bearing balances ..................................... 6,207,543
Securities:
Held-to-maturity securities ................................... 827,248
Available-for-sale securities ................................. 5,092,464
Federal funds sold and Securities purchased under
agreements to resell .......................................... 5,306,926
Loans and lease financing receivables:
Loans and leases, net of unearned
income....................................................... 37,734,000
LESS: Allowance for loan and
lease losses................................................. 575,224
LESS: Allocated transfer risk
reserve...................................................... 13,278
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 37,145,498
Trading Assets ................................................... 8,573,870
Premises and fixed assets (including capitalized
leases) ....................................................... 723,214
Other real estate owned .......................................... 10,962
Investments in unconsolidated subsidiaries and
associated companies .......................................... 215,006
Customers' liability to this bank on acceptances
outstanding ................................................... 682,590
Intangible assets ................................................ 1,219,736
Other assets ..................................................... 2,542,157
-----------
Total assets ..................................................... $71,794,790
===========
LIABILITIES
Deposits:
In domestic offices ........................................... $27,551,017
Noninterest-bearing............................................ 11,354,172
Interest-bearing............................................... 16,196,845
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ...................................... 27,950,004
Noninterest-bearing............................................ 639,410
Interest-bearing............................................... 27,310,594
Federal funds purchased and Securities sold under
agreements to repurchase ...................................... 1,349,708
Demand notes issued to the U.S. Treasury ......................... 300,000
Trading liabilities .............................................. 2,339,554
Other borrowed money:
With remaining maturity of one year or less ................... 638,106
With remaining maturity of more than one year
through three years ......................................... 449
With remaining maturity of more than three years .............. 31,080
Bank's liability on acceptances executed and
outstanding ................................................... 684,185
Subordinated notes and debentures ................................ 1,552,000
Other liabilities ................................................ 3,704,252
-----------
Total liabilities ................................................ 66,100,355
===========
EQUITY CAPITAL
Common stock ..................................................... 1,135,284
Surplus .......................................................... 866,947
Undivided profits and capital reserves ........................... 3,765,900
Net unrealized holding gains (losses) on
available-for-sale securities ................................. (44,599)
Cumulative foreign currency translation adjustments
(29,097)
-----------
Total equity capital ............................................. 5,694,435
-----------
Total liabilities and equity capital ............................. $71,794,790
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
<PAGE> 6
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
