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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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) November 25, 1998
AMTRAN, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
INDIANA 000-21642 35-1617970
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
</TABLE>
7337 West Washington Street, Indianapolis, Indiana
02861
(Zip Code)
(317) 247-4000
(Registrant's telephone number including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
<TABLE>
<S> <C>
(1) Form of Underwriting Agreement for debt securities
registered on Registration Statement on Form S-3 (file No.
333-52655)
(25.1) Statement of Eligibility under the Trust Indenture Act of
1939 of a Corporation Designated to Act as Trustee on Form
T-1 with respect to the Indenture filed as Exhibit 4.4 to
the Registration Statement on Form S-3 (file No. 333-52655).
</TABLE>
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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 thereunto duly authorized.
Dated: December 1, 1998 By: /S/ Kenneth K. Wolff
_______________________________
Name: Kenneth K. Wolff
Title: Executive Vice President
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EXHIBIT 1
$100,000,000
AMTRAN, INC.
___% SENIOR NOTES DUE 2005
UNDERWRITING AGREEMENT
NOVEMBER __, 1998
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November ___, 1998
Morgan Stanley & Co. Incorporated
Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs:
Amtran, Inc., an Indiana corporation (the "Company"), proposes to
issue and sell to the several Underwriters named in Schedule I hereto (the
"Underwriters") $100,000,000 aggregate principal amount of __% Senior Notes due
2005 (the "Securities"), to be issued pursuant to the provisions of an Indenture
dated as of _________, 1998, among the Company, as issuer, American Trans Air,
Inc., Ambassadair Travel Club, Inc., ATA Vacations, Inc., ATA Travel, Inc.,
American Trans Air Training Corporation, American Trans Air ExecuJet, Inc. and
Amber Air Freight Corporation (each an Indiana corporation), as guarantors
(together, the "Guarantors") and First Security Bank, N.A., as Trustee (the
"Trustee"), as supplemented by the First Supplement to the Indenture(the "First
Supplemental Indenture") dated as of ____________, 1998 (the "Indenture").
Pursuant to the terms of the Indenture, the Guarantors will guarantee (each, a
"Guarantee") on a joint and several basis the obligations of the Company under
the Securities and the Indenture.
It is understood that, subject to the conditions hereinafter stated,
the Securities will be sold to the several Underwriters in connection with the
offering and sale of such Securities. Morgan Stanley & Co. Incorporated and
Smith Barney Inc. shall act as the managers (the "Managers") for the several
Underwriters.
1. Representations and Warranties of the Company and the Guarantors.
Each of the Guarantors and the Company represents and warrants to and agrees
with each of the Underwriters that:
(a) The Company met the requirements for the use of Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act") at the time the
below-mentioned Registration Statement became effective and has filed with
the Securities and Exchange Commission (the "Commission") a registration
statement (file number 333-52655) on such Form, including a basic
prospectus, for registration under the Act of the offering and sale of the
Securities. The Company has filed with, or transmitted for filing to, or
shall promptly hereafter file with or transmit for filing to, the
Commission a prospectus supplement (the "Prospectus Supplement")
specifically relating to the Securities pursuant to Rule 424 of the
Securities Act. The term "Registration Statement" means the registration
statement, including the exhibits thereto, as amended to the date of this
Agreement. The term "Basic Prospectus" means the prospectus included in the
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Registration Statement. The term "Prospectus" means the Basic Prospectus
together with the Prospectus Supplement. The term "preliminary prospectus"
means a preliminary prospectus supplement specifically relating to the
Securities, together with the Basic Prospectus. As used herein, the terms
"Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include
in each case the documents, if any, incorporated by reference therein. The
terms "supplement," "amendment" and "amend" as used herein shall include
all documents deemed to be incorporated by reference in the Prospectus that
are filed subsequent to the date of the Basic Prospectus by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.
(c) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part became effective,
did not contain, and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) the Registration
Statement and the Prospectus comply, and, as amended or supplemented, if
applicable, will comply in all material respects with the Securities Act
and the applicable rules and regulations of the Commission thereunder and
(iv) the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph
do not apply (A) to statements or omissions in the Registration Statement
or the Prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the
Managers expressly for use therein or (B) to that part of the Registration
Statement that constitutes the Statement of Eligibility (Form T-1) under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of
the Trustee.
(d) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and the Guarantors (as hereinafter defined), taken as
a whole.
(e) Each of the Guarantors has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the
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corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or
be in good standing would not have a material adverse effect on the Company
and the Guarantors, taken as a whole; all of the issued shares of capital
stock of each Guarantor have been duly and validly authorized and issued,
are fully paid and non-assessable and are owned by the Company (either
directly or through wholly-owned subsidiaries), free and clear of all
liens, encumbrances, equities or claims.
(f) This Agreement has been duly authorized, executed and delivered by
the Company and each of the Guarantors.
(g) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Company and
each of the Guarantors and is a valid and binding agreement of the Company
and each of the Guarantors, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and general principles of equity.
(h) The Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms
of the Underwriting Agreement, will be entitled to the benefits of the
Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their terms subject to applicable
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and general principles of equity.
(i) The Guarantees have been duly authorized by each of the Guarantors
and, upon execution and delivery if the Indenture by each of the
Guarantors, will be entitled to the benefits of the Indenture and will be
valid and binding obligations of the Guarantors, enforceable in accordance
with their terms subject to applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally and general principles of
equity.
(j) The execution and delivery by the Company and each of the
Guarantors of, and the performance by the Company and each Guarantors of
their respective obligations under, this Agreement, the Indenture, the
Securities (in the case of the Company) and the Guarantees (in the case of
the Guarantors) will not contravene any provision of applicable law or the
certificate of incorporation or the by-laws of the Company or any of the
Guarantors or any agreement or other instrument binding upon the Company or
any of the Guarantors that is material to the Company and the Guarantors,
taken as a whole, or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company or any
Guarantor, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company and the Guarantors of their respective
obligations under this Agreement, the Indenture, the Securities (in the
case of the Company) or the Guarantees (in the case of
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the Guarantors), except such as may be required by securities or blue sky
laws of the various states in connection with the offer and sale of the
Securities.
(k) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and the Guarantors, taken as a whole, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).
(l) There are no legal or governmental proceedings pending or to the
best of the Company's knowledge, threatened to which the Company or any of
the Guarantors is a party or to which any of the properties of the Company
or any of the Guarantors is subject that are required to be described in
the Registration Statement or the Prospectus and are not so described or
any statutes, regulations, contracts or other documents that are required
to be described in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not described or
filed as required.
(m) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.
(n) The Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended.
(o) The Company and the Guarantors (i) are in compliance with any and
all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in
the aggregate, have a material adverse effect on the Company and the
Guarantors, taken as a whole.
(p) There are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third
parties) which would, singly or in the aggregate, have a material adverse
effect on the Company and the Guarantors, taken as a whole.
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(q) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the
Company to file a registration statement under the Securities Act with
respect to any securities of the Company or to require the Company to
include such securities with the Securities registered pursuant to the
Registration Statement.
(r) The Company has complied with all provisions of Section 517.075,
Florida Statutes relating to doing business with the Government of Cuba or
with any person or affiliate located in Cuba.
(s) American Trans Air, Inc. ("ATA") is an air carrier operating under
a certificate issued by the Secretary of Transportation pursuant to Chapter
447 of Title 49, United States Code, for aircraft capable of carrying 10 or
more individuals or 6,000 pounds or more of cargo; and American Trans Air
ExecuJet, Inc. ("ExecuJet") is an "air taxi", and the Company, ATA and
ExecuJet are (and after consummation of the transactions contemplated
herein will be) "citizens of the United States", in each case within the
meaning of the Federal Aviation Act of 1958, as amended.
2. Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Securities as soon after this Agreement has been entered into as in the
Managers' judgment is advisable. The terms of the public offering of the
Securities are set forth in the Prospectus.
3. Payment and Delivery. Except as otherwise provided in this Section
3, payment for the Securities shall be made in Federal or other funds
immediately available in New York City against delivery of such Securities for
the respective accounts of the several Underwriters at 10:00 a.m., New York City
time, on ____________, 1998, or at such other time on the same or such other
date, not later than _________, 1998, as shall be designated in writing by you.
The time and date of such payment are hereinafter referred to as the "Closing
Date".
Certificates for the Securities shall be in global or definitive form
and registered in such names and in such denominations as you shall request in
writing not less that two full business days prior to the Closing Date. The
certificates evidencing the Securities shall be delivered to you on the Closing
date for the respective account of each Underwriter, with any transfer taxes
payable in connection with the transfer of the Securities to the Underwriters
duly paid, against payment of the purchase price therefor.
4. Conditions to the Underwriters' Obligations. The several
obligations of the Underwriters are subject to the following conditions:
(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction
of the possible change, in the
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rating accorded any of the Company's securities by any "nationally
recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company
and the Guarantors, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in your judgment, is
material and adverse and that makes it, in your judgment,
impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus.
(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by (i) an executive officer
on behalf of the Company and (ii) an executive officer on behalf of each of
the Guarantors, to the effect set forth in Section 4(a)(i) above and to the
effect that the representations and warranties of the Company and the
Guarantors contained in this Agreement are true and correct as of the
Closing Date and that the Company and each of the Guarantors have complied
with all of the agreements and satisfied all of the conditions on its part
to be performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an
opinion of Cravath, Swaine & Moore, outside counsel for the Company, dated
the Closing Date, to the effect that:
(i) this Agreement has been duly authorized, executed and
delivered by the Company;
(ii) the Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by
the Company and each of the Guarantors and is a valid and binding
agreement of the Company and each of the Guarantors, enforceable in
accordance with its terms, subject to applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
general principles of equity;
(iii) the Securities have been duly authorized and, when executed
and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Underwriters pursuant to this
Agreement, will be entitled to the benefits of the Indenture and will
be valid and binding obligations of the Company enforceable in
accordance with its terms, subject to applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
general principles of equity;
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(iv) To the best of such counsel's knowledge, (a) there are not
any pending or threatened actions, suits, proceedings before any court
or governmental agency or authority or any arbitrator against the
Company or any of the Guarantors of a character required to be
disclosed in the Registration Statement or Prospectus which is not
adequately disclosed as required, and (b) there is no contract,
indenture, mortgage, loan agreement, note, lease or other document of
a character required to be described in the Registration Statement or
Prospectus, or to be filed as an exhibit, which is not described or
filed as required;
(v) the Registration Statement has become effective under the
Securities Act; and any required filing of the Prospectus, and any
supplements thereto, pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b);
(vi) the statements (A) in the Prospectus under the caption
"Description of the Notes" and (B) in the Registration Statement under
Item 15, in each case insofar as such statements constitute summaries
of the legal matters, documents or proceedings referred to therein,
fairly present the information called for with respect to such legal
matters, documents and proceedings and fairly summarize the matters
referred to therein;
(vii) no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for
the performance by the Company and the Guarantors of their respective
obligations under this Agreement, the Indenture, the Securities (in
the case of the Company) or the Guarantees (in the case of the
Guarantors), except such as may be required by the securities or Blue
Sky laws of the various states in connection with the offer and sale
of the Securities; and
(viii) the Company is not and, after giving effect to the
offering and sale of the Securities and the application of the
proceeds thereof as described in the Prospectus, will not be an
"investment company" as such term is defined in the Investment Company
Act of 1940, as amended; and
(ix) there are no transfer taxes or other similar fees or charges
under federal law or the laws of any state, or any political
subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or the issuance or sale by
the Company of the Securities.
In rendering such opinion, (i) such counsel may state that they
express no opinion as to the laws of any jurisdiction other than the
Federal laws of the United States and the laws of the State of New York,
(ii) such counsel may rely as to matters of fact, to the extent they deem
proper, on certificates of responsible officers of the Company and the
Guarantors and public officials and (iii) such counsel may state that they
express no opinion as to any matters involving (A) licenses, certificates,
permits or other governmental authorizations issued by or from the
Department of Transportation, the
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Federal Aviation Administration, the Federal Communications Commission or
any other federal or any state transportation or aviation regulatory
authority or (B) the Federal Aviation Act of 1958, as amended. References
to the Prospectus in this paragraph (c) include any supplements thereto at
the Closing Date.
(d) The Underwriters shall have received on the Closing Date a letter
dated the Closing Date from Cravath, Swaine & Moore in the form of Exhibit
A hereto.
(e) The Underwriters shall have received on the Closing Date an
opinion of Brian T. Hunt, General Counsel of the Company, dated the Closing
Date, to the effect that:
(i) the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
the Guarantors, taken as a whole;
(ii) each Guarantor has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse
effect on the Company and the Guarantors, taken as a whole;
(iii) all of the issued shares of capital stock of each Guarantor
have been duly and validly authorized and issued, are fully paid and
non-assessable and are owned by the Company (either directly or by
wholly-owned subsidiaries), free and clear of all liens, encumbrances,
equities or claims;
(iv) this Agreement, the Indenture and the Securities have been
duly authorized by all necessary corporate action of the Company;
(v) this Agreement, the Indenture and the Guarantees have been
duly authorized by all necessary corporate action of the Guarantors;
(vi) such counsel (A) is of the opinion that each document, if
any, filed pursuant to the Exchange Act and incorporated by reference
in the Registration Statement and the Prospectus (except for financial
statements and schedules as to which such counsel need not express any
opinion) complied when so filed as to form in all material respects
with the Exchange Act, and the applicable rules and
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regulations of the Commission thereunder, (B) is of the opinion that
the Registration Statement and Prospectus (except for financial
statements and schedules and other financial and statistical data
included therein as to which such counsel need not express any
opinion) comply as to form in all material respects with the
Securities Act and the applicable rules and regulations of the
Commission thereunder, (C) has no reason to believe that (except for
financial statements and schedules and other financial and statistical
data as to which such counsel need not express any belief) the
Registration Statement and the prospectus included therein at the time
the Registration Statement became effective contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and (D) has no reason to believe that (except
for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any belief)
the Prospectus contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.
(f) The Underwriters shall have received on the Closing Date an
opinion of Squire, Sanders & Dempsey, special Federal aviation regulatory
counsel for the Company, dated the Closing Date, to the effect that:
(i) ATA is an "air carrier", ExecuJet is an "air taxi", and each
of them is (and after consummation of the transactions contemplated
herein will be) a "citizen of the United States", in each case within
the Federal Aviation Act of 1958, as amended, provided that at least
75 percent of the voting interest continues to be owned or controlled
by persons who are citizens of the United States;
(ii) ATA is an air carrier operating under Certificates of Public
Convenience and Necessity issued by the Department of Transportation
("DOT") and its predecessor agency the Civil Aeronautics Board
pursuant to ss.401 of the Federal Aviation Act of 1958, as amended,
and an Operating Certificate and Operations Specifications issued by
the Federal Aviation Administration ("FAA") pursuant to 14 C.F.R. Part
121, and ExecuJet is an air taxi holding a valid registration under
Part 298 of the DOT regulations, and an Operating Certificate and
Operations Specifications issued by the FAA pursuant to 14 C.F.R. Part
135, which licenses, certificates and permits are necessary for ATA to
conduct its business as an air carrier, and for ExecuJet to conduct
its business as an air taxi, and to the best knowledge of such
counsel, no such license, certificate or permit is the subject of any
"show cause" or other order of, or any proceeding before, or any
investigation by, DOT or FAA (other than proceedings for the renewal
of temporary rights), in which the opinion of such counsel might
reasonably result in a final order impairing the validity of such
licenses, certificates and permits;
(iii) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding by or before any U.S. court
or U.S.
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government agency involving (A) ATA's DOT Certificates of Public
Convenience and Necessity, ExecuJet's DOT registration, or either of
their FAA Operating certificates or FAA Operating Specifications, or
(B) the Federal Aviation Act of 1958, as amended, and the regulations
promulgated thereunder ("Aviation Law") which is of a character
expected to impact ATA's ability to continue to do business as an air
carrier or ExecuJet's ability to continue to do business as an air
taxi and which would be required to be disclosed in the Registration
Statement which is not adequately disclosed in the Prospectus;
(iv) to the best knowledge of such counsel, the statements in the
Prospectus under the heading "Business -- Regulation", insofar as such
statements constitute a summary of documents referred to therein or
matters of law, fairly summarize in all material respects the matters
described therein; and
(v) to the best knowledge of such counsel, no consent, approval,
authorization, filing with, or order of any court or governmental
agency or body under Aviation Law is required for consummation of the
transactions contemplated herein, except that ATA must inform DOT when
the stock sale is completed and provide DOT with a list of all
individuals (name, address, principal business, and citizenship) who
hold five percent or more of its voting stock.
(g) The Underwriters shall have received on the Closing Date an
opinion of [Baker & Daniels], counsel for the Company, dated the Closing
Date, to the effect that:
(i) the issuance and sale of the Securities to the Underwriters
pursuant to this Agreement, the Indenture and the Securities will not
contravene any provision of applicable law or the certificate of
incorporation or by-laws of the Company or, to the best of such
counsel's knowledge, any agreement or other instrument binding upon
the Company that is material to the Company and the Guarantors, taken
as a whole, or, to the best of such counsel's knowledge, any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company; and
(ii) the issuance of Guarantees will not contravene any provision
of applicable law or the certificate of incorporation or by-laws of
any of the Guarantors or, to the best of such counsel's knowledge, any
agreement or other instrument binding upon any of the Guarantors that
is material to Company and the Guarantors, taken as a whole, or, to
the best of such counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having jurisdiction over any of
the Guarantors.
(h) The Underwriters shall have received on the Closing Date an
opinion of Cleary, Gottlieb, Steen & Hamilton, counsel for the
Underwriters, dated the Closing Date, covering the matters referred to in
Sections 4(c)(i), (ii) and (v) above (as well as the statements in the
Prospectus under "Plan of Distribution") and a letter covering the matters
in Section 4(e)(vi)(C) and (D) above.
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With respect to clauses (B), (C) and (D) of Section 4(e)(vi) above,
Brian T. Hunt, may state that his opinion and belief is based upon his
participation in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto documents incorporated
by reference and review and discussion of the contents thereof, but are
without independent check or verification, except as specified. With
respect to clauses (C) and (D) of Section 4(e)(vi) above, Cleary, Gottlieb,
Steen & Hamilton may state that their opinion and belief are based upon
their participation in the preparation of the Registration Statement and
Prospectus and any amendments and supplements thereto (other than the
documents incorporated by reference) and upon review and discussion of the
contents thereof (including documents incorporated by reference), but are
without independent check or verification except as specified. The opinions
of Cravath, Swaine & Moore and Brian T. Hunt described in Sections 4(c) and
4(e) above shall be rendered to the Underwriters at the request of the
Company and shall so state therein.
(i) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to the Underwriters,
from Ernst & Young, LLP, independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements
and certain financial information contained in, or incorporated by
reference into, the Registration Statement and the Prospectus; provided
that the letter delivered on the Closing Date shall use a "cut-off date"
not earlier than the date hereof.
5. Covenants of the Company and the Guarantors. In further
consideration of the agreements of the Underwriters herein contained, the
Company and each of the Guarantors covenant with each Underwriter as follows:
(a) To furnish to you, without charge, [three (3)] signed copies of
the Registration Statement (including exhibits thereto and documents
incorporated by reference) and for delivery to each other Underwriter a
conformed copy of the Registration Statement (without exhibits thereto but
including documents incorporated by reference) and to furnish to you in New
York City, without charge, prior to 10:00 a.m. New York City time on the
business day next succeeding the date of this Agreement and during the
period mentioned in Section 5(c) below, as many copies of the Prospectus,
any documents incorporated by reference, and any supplements and amendments
thereto or to the Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public offering
of the Securities as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by
an Underwriter or dealer, any event shall
11
<PAGE>
<PAGE>
occur or condition exist as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements therein, in the
light of the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if, in the opinion of counsel for the Underwriters, it
is necessary to amend or supplement the Prospectus to comply with
applicable law, forthwith to prepare, file with the Commission and furnish,
at its own expense, to the Underwriters and to the dealers (whose names and
addresses you will furnish to the Company) to which Securities may have
been sold by you on behalf of the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so that
the statements in the Prospectus as so amended or supplemented will not, in
the light of the circumstances when the Prospectus is delivered to a
purchaser, be misleading or so that the Prospectus, as amended or
supplemented, will comply with law.
(d) To endeavor to qualify the Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request.
(e) To make generally available to the Company's security holders and
to the Managers as soon as practicable an earning statement covering a
twelve month period beginning on the first day of the first full fiscal
quarter after the date of this Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules
and regulations of the Commission thereunder. For this purpose hereunder,
compliance with Rule 158 will be deemed to be compliance with Section
11(a).
(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company or warrants to purchase debt securities of the Company
substantially similar to the Securities (other than (i) the Securities and
(ii) commercial paper issued in the ordinary course of business), without
the prior written consent of the Managers.
(g) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, the Company agrees to pay or
cause to be paid all expenses incident to the performance of their
obligations under this Agreement, including: (i) the fees, disbursements
and expenses of the Company's counsel and the Company's accountants in
connection with the registration and delivery of the Securities under the
Securities Act and all other fees or expenses in connection with the
preparation and filing of the Registration Statement, any preliminary
prospectus, the Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers,
in the quantities hereinabove specified, (ii) all costs and expenses
related to the transfer and delivery of the Securities to the Underwriters,
including any transfer or other taxes payable thereon, (iii) the cost of
printing or producing any Blue Sky or Legal Investment memorandum in
connection with the offer and sale of the Securities under state securities
laws and all expenses in connection with the qualification of the
Securities for offer and sale under state securities laws as provided in
Section 5(d) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in
12
<PAGE>
<PAGE>
connection with such qualification and in connection with the Blue Sky or
Legal Investment memorandum, (iv) all filing fees and the reasonable fees
and disbursements of counsel to the Underwriters incurred in connection
with the review and qualification of the offering of the Securities by the
National Association of Securities Dealers, Inc., (v) all expenses in
connection with any offer and sale of the Securities outside of the United
States, including filing fees and the reasonable fees and disbursements of
counsel for the Underwriters in connection with offers and sales outside of
the United States, (vi) the cost of printing certificates representing the
Securities, (vii) the costs and charges of any transfer agent, registrar or
depositary, (viii) the costs and expenses of the Company relating to
investor presentations on any "road show" undertaken in connection with the
marketing of the offering of the Securities, including, without limitation,
expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road
show presentations with the prior approval of the Company, travel and
lodging expenses of the representatives and officers of the Company and any
such consultants, and the cost of any aircraft chartered in connection with
the road show, and (ix) all other costs and expenses incident to the
performance of the obligations of the Company hereunder for which provision
is not otherwise made in this Section. It is understood, however, that
except as provided in this Section, Section 6 entitled "Indemnity and
Contribution", and the last paragraph of Section 8 below, the Underwriters
will pay all of their costs and expenses, including fees and disbursements
of their counsel, stock transfer taxes payable on resale of any of the
Securities by them and any advertising expenses connected with any offers
they may make.
6. Indemnity and Contribution. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Managers
expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter through the
Managers expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto.
13
<PAGE>
<PAGE>
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either Section 6(a) or 6(b), such person (the "indemnified
party") shall promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated, in the case of
parties indemnified pursuant to Section 6(a) above, and by the Company, in the
case of parties indemnified pursuant to Section 6(b) above. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) To the extent the indemnification provided for in Section 6(a) or
6(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities or (ii) if the allocation
provided by clause 6(d)(i) above is not permitted by applicable law, in such
proportion
14
<PAGE>
<PAGE>
as is appropriate to reflect not only the relative benefits referred to in
clause 6(d)(i) above but also the relative fault of the Company on the one hand
and of the Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand in
connection with the offering of the Securities shall be deemed to be in the same
respective proportions as the net proceeds from the offering of such Securities
(before deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus Supplement, bear to the
aggregate Public Offering Price of the Securities. The relative fault of the
Company on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
Underwriters' respective obligations to contribute pursuant to this Section 6
are several in proportion to the respective principal amounts of Securities they
have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in Section 6(d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 6 and the representations, warranties and other statements of the
Company and the Guarantors contained in this Agreement shall remain operative
and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter or the Company, the Guarantors, their
respective officers or directors or any person controlling the Company or any of
the Guarantors and (iii) acceptance of and payment for any of the Securities.
15
<PAGE>
<PAGE>
7. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses 7(a)(i) through 7(a)(iv), such event, singly or
together with any other such event, makes it, in your judgment, impracticable to
market the Securities on the terms and in the manner contemplated in the
Prospectus.
8. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Securities that it has or they have agreed to
purchase hereunder on such date, and the aggregate number of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate number of the Securities to
be purchased on such date, the other Underwriters shall be obligated severally
in the proportions that the number of Securities set forth opposite their
respective names in Schedule I bears to the aggregate number of Securities set
forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as you may specify, to purchase the Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided that in no event shall the number of Securities that any
Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 8 by an amount in excess of one-ninth of such number of
Securities without the written consent of such Underwriter. If, on the Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase
Securities and the aggregate number of Securities with respect to which such
default occurs is more than one-tenth of the aggregate number of Securities to
be purchased, and arrangements satisfactory to you or the Company for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company or the
Guarantors to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company or any of the Guarantors shall be
unable to perform its obligations under this Agreement, the Company will
16
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<PAGE>
reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with this Agreement or the offering contemplated
hereunder.
9. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
10. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.
11. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
Very truly yours,
AMTRAN, INC.
By: ____________________________________________
Name:
Title:
AMERICAN TRANS AIR, INC.
By: ____________________________________________
Name:
Title:
AMBASSADAIR TRAVEL CLUB, INC.
By: ____________________________________________
Name:
Title:
AMERICAN TRANS AIR TRAINING
CORPORATION
By: ____________________________________________
Name:
Title:
17
<PAGE>
<PAGE>
ATA TRAVEL, INC.
By: ____________________________________________
Name:
Title:
ATA VACATIONS, INC.
By: ____________________________________________
Name:
Title:
AMERICAN TRANS AIR EXECUJET, INC.
By: ____________________________________________
Name:
Title:
18
<PAGE>
<PAGE>
AMBER AIR FREIGHT CORPORATION
By: ____________________________________________
Name:
Title:
Accepted as of the date hereof
Morgan Stanley & Co. Incorporated
Smith Barney Inc.
Acting severally on behalf
of themselves and the
several Underwriters named
in Schedule II hereto.
By: Morgan Stanley & Co. Incorporated
By: _____________________________________
Name:
Title:
19
<PAGE>
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERWRITER TO BE PURCHASED
<S> <C>
Morgan Stanley & Co. Incorporated
Smith Barney Inc.
CIBC Oppenheimer
First Chicago Capital Markets, Inc.
---------------
Total...............
===============
</TABLE>
<PAGE>
<PAGE>
EXHIBIT A
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
(212) 474-1270
_________ , 1998
AMTRAN, INC.
$100,000,000 ____% SENIOR NOTES DUE 2005
Morgan Stanley & Co. Incorporated
Smith Barney, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Ladies and Gentlemen:
[Repeat first paragraph of main opinion]:
In that capacity, we participated in conferences with certain officers
of, and with the accountants and counsel for, the Company concerning the
preparation of (a) the Registration Statement on Form S-2 Registration No.
333-52655 filed with the Securities and Exchange Commission (the "Commission")
on May 14, 1998, as amended by Amendment No. 1 filed on July 16, 1998 and
Amendment No. 2 filed on July 24, 1998 and by Amendment No. 3 on Form S-3 filed
on August 26, 1998(the "Registration Statement"), for registration of the
Securities under the Securities Act of 1933 (the "Securities Act"); and (b) the
final Prospectus
<PAGE>
<PAGE>
dated , 199 , relating to the Securities, filed with the Commission pursuant to
Rule 424 (b) of the General Rules and Regulations under the Securities Act
together with the documents incorporated therein by reference, the "Prospectus".
The documents incorporated by reference in the Registration Statement
and Prospectus (the "Incorporated Documents") were prepared and filed by the
Company without our participation.
Although we have made certain inquiries and investigations in
connection with the preparation of the Registration Statement and the
Prospectus, the limitations inherent in the role of the outside counsel are such
that we cannot and do not assume responsibility for the accuracy of completeness
of the statements made in the Registration Statement and Prospectus, except
insofar as such statements relate to us and except to the extent set forth in
paragraph [ ] of our opinion to you dated the date hereof. Subject to the
foregoing, we hereby advise you that our work in connection with this matter did
not disclose any information that gave us reason to believe that: (i) the
Registration Statement, at the time the Registration Statement became effective,
the Incorporated Documents at the time they were filed or the Prospectus, as of
the date hereof, (in each case except the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view), was not appropriately responsive in all
material respects to the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder, or (ii) the Registration
Statement at the time the Registration Statement became effective, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or that the Prospectus, at the date hereof, includes an untrue statement of a
material fact or omits to state a material fact necessary in order to make the
3
<PAGE>
<PAGE>
statements therein, in the light of the circumstances under which they were
made, not misleading (in each case except for the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view).
We are furnishing this letter to you, as the Managers of the
Underwriters solely for your benefit. This letter may not be relied upon by any
other person or for any other purposed or used, circulated, quoted or otherwise
referred to for any other purpose.
Very truly yours,
address
4
<PAGE>
<PAGE>
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)
FIRST SECURITY BANK,
NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NOT APPLICABLE 87-0131890
(JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
NOT APPLICABLE
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
AMTRAN, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
INDIANA 35-1617970
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7337 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46231
(ADDRESS OR PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
<PAGE>
<PAGE>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining of supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C. 20230; Federal Reserve
Bank of San Francisco, San Francisco, CA 94120; Federal Deposit Insurance
Corporation, Washington, D.C. 20429.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations With The Obligor. If 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 16. List of Exhibits. List below all exhibits filed as part of this
statement of eligibility and qualification.
Exhibit 1: copy of the articles of association as now in effect
Exhibit 2: certificate of authority to commence business including a
certificate of the Comptroller of the Currency evidencing the change of the
Trustee's name
Exhibit 3: copy of the authorization of the trustee to exercise
corporate trust powers
Exhibit 4: copy of the bylaws of the trustee
Exhibit 5: Not applicable
Exhibit 6: Not applicable
Exhibit 7: A copy of the latest report published pursuant to law or
its supervising or examining authority
Exhibit 8: Not applicable
Exhibit 9: Not applicable
<PAGE>
<PAGE>
Signature
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Security Bank, National Association, a national
banking association organized and existing under the laws of the United States,
has duly caused this statement of eligibility and qualification to be signed on
its behalf by the undersigned thereunder duly authorized, all in the City of
Salt Lake City, and State of Utah, on the 24th day of November, 1998.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, Trustee
By: Greg A. Hawley
______________________________________
Greg A. Hawley
Vice President
<PAGE>
<PAGE>
EXHIBIT 1
ARTICLES OF ASSOCIATION
OF
FIRST SECURITY BANK
NATIONAL ASSOCIATION
(As Amended)
FIRST. The title of this Association, which shall carry on the
business of banking under the laws of the United States, shall be "First
Security Bank, National Association."
SECOND. The place where the main banking house or office of this
Association shall be located shall be Ogden, County of Weber, State of Utah. Its
general business and its operations of discount and deposit shall also be
carried on in said city, and the branch or branches established or maintained by
it in accordance with the provisions of Section 36 of Title 12, United States
Code. The Board of Directors shall the power to change the location of the main
office of this Association (i) to any other authorized branch location within
the limits of Ogden, Utah, without the approval of the shareholders of this
Association and upon notice to the Comptroller of the Currency or, (ii) to any
other place within Ogden, Utah, or within thirty (30) miles of Ogden, Utah, with
the approval of the shareholders and the Comptroller of the Currency. The Board
of Directors shall have the power to change the location of any branch or
branches of this Association to any other location, without the approval of the
shareholders of this Association but subject to the approval of the Comptroller
of the Currency.
THIRD. The Board of Directors of the consolidated association shall
consist of not less than five (5) nor more than twenty-five (25) of its
shareholders.
FOURTH. There shall be an annual meeting of the shareholders the
purpose of which shall be the election of Directors and the transaction of
whatever other business may be brought before said meeting. It shall be held at
the main office of the Bank or other convenient place as the Board of Directors
may designate, on the third Monday of March of each year, but 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. Nominations, other than those made by or on
behalf of the existing management of the Bank, shall be made in writing and
shall be delivered or mailed to the President of the Bank and to the Comptroller
of the Currency, Washington, D.C., not less than 14 days nor more than 50 days
prior to any meeting of stockholders called for the election of directors,
provided, however, that if less than 21 days notice of the meeting is given to
shareholders, such nomination shall be mailed or delivered to the President of
the Bank and to the Comptroller of the Currency not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
<PAGE>
<PAGE>
known to the notifying shareholder: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Bank that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Bank owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
his discretion, be disregarded by the Chairman of the meeting, and upon his
instructions, the voting inspectors may disregard all votes cast for each such
nominee.
FIFTH. The authorized amount of capital stock of this Association
shall be One Hundred Million Dollars ($100,000,000.00), divided into 4,000,000
shares of common stock of the par value of Twenty-five Dollars ($25.00) each;
provided, however, that said capital stock may be increased or decreased from
time to time, in accordance with the provision of the laws of the United States.
The shareholders of this Association shall not have any pre-emptive rights to
acquire unissued shares of this Association.
SIXTH. (1) The Board of Directors shall appoint one of its members
President of this Association. It may also appoint a Chairman of the Board, and
one or more Vice Chairman. The Board of Directors shall have the power to
appoint one or more Vice Presidents, at least one of whom shall also be a member
of the Board of Directors, and who shall be authorized, in the absence of the
President, to perform all acts and duties pertaining to the office of the
President; to appoint a Cashier and such other officers and employees as may be
required to transact the business of this Association; to fix the salaries to be
paid to such officers or employees and appoint others to take their place.
(2) The Board of Directors shall have the power to define
the duties of officers and employees of this Association and to require adequate
bonds from them for the faithful performance of their duties; to make all
By-Laws that may be lawful for the general regulation of the business of this
Association and the management of its affairs, and generally to do and perform
all acts that may be lawful for a Board of Directors to do and perform.
(3) Each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or investigative (other than an action by or in
the right of the Association) by reason of the fact that he 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, fiduciary or
agent of another corporation, partnership, joint venture, trust, estate or other
enterprise or was acting in furtherance of the Association's business shall be
indemnified against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Association; provided, however, no indemnification shall be given to a person
adjudged guilty of, or liable for, willful misconduct, gross neglect of
<PAGE>
<PAGE>
duty, or criminal acts or where there is a final order assessing civil money
penalties or requiring affirmative action by such person in the form of payments
to the Association. The termination of any action, suit or proceeding by
judgment, order, settlement, 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
reasonably believed to be in or not opposed to the best interests of the
Association.
(4) Each 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 (such action or suit being known as a "derivative
proceeding") to procure a judgment in its favor by reason of the fact that he 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,
fiduciary or agent of another corporation, partnership, joint venture, trust,
estate or other enterprise shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Association; provided, however, that no indemnification shall be given where
there is a final order assessing civil money penalties or requiring affirmative
action by such person in the form of payments to the Association; and provided
further 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 his 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.
(5) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in (3) or (4) of this Article or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(6) Any indemnification under (3) or (4) of this Article
(unless ordered by a court) shall be made by the Association only as authorized
in the specific case upon a reasonable determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in (3) or (4) of this
Article. Such determination shall be made (a) 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, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in written opinion, or (c) by the stockholders.
(7) Expenses incurred in defending a civil or
<PAGE>
<PAGE>
criminal action, suit or proceeding may be paid by the Association in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in (6) of this Article (i) if the Board of Directors determines,
in writing, that (1) the director, officer, employee or agent has a substantial
likelihood or prevailing on the merits; (2) in the event the director, officer,
employee or agent does not prevail, he or she will have the financial capability
or reimburse the Association; and (3) payment of expenses by the Association
will not adversely affect its safety and soundness; and (ii) 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 is entitled to be
indemnified by the Association as authorized in this Article.
(8) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, 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, successors in interest, and
administrators of such a person.
SEVENTH. his Association shall have succession from the date of its
organization certificate until such time as it be dissolved by the act of its
shareholders in accordance with the provisions of the banking laws of the United
States, or until its franchise becomes forfeited by reason of violation of law,
or until terminated by either a general or a special act of Congress, or until
its affairs be placed in the hands of a receiver and finally wound up by him.
<PAGE>
<PAGE>
EIGHTH. The Board of Directors of this Association, or any three or
more shareholders owning, in the aggregate, not less than ten per centum of the
stock of this Association, may call a special meeting of shareholders at any
time: Provided, however, that unless otherwise provided by law, not less than
ten days prior to the date fixed for any such meeting, a notice of the time,
place and purpose of the meeting shall be given by first-class mail, postage
prepaid, to all shareholders of record of this Association. These Articles of
Association may be amended at any regular or special meeting of the Shareholders
by the affirmative vote of the shareholders owning at least a majority of the
stock of this Association, subject to the provisions of the banking laws of the
United States. The notice of any shareholders' meeting, at which an amendment to
the Articles of Association of this Association is to be considered shall be
given as hereinabove set forth.
<PAGE>
<PAGE>
EXHIBIT 2
CERTIFICATE
TREAS)RY DEPARTMENT )
Office of ) ss:
Comptroller of the Currency )
I, Thomas G. DeShazo, Deputy Comptroller of the Currency, do hereby certify
that:
Pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., the
Comptroller of the Currency charters and exercises regulatory and supervisory
authority over all national banking associations;
On December 9, 1881, The First National Bank of Ogden, Ogden, Utah was chartered
as a National Banking Association under the laws of the United States and under
Charter No. 2597;
The document hereto attached is a true and complete copy of the Comptroller
Certificate issued to The First National Bank of Ogden, Ogden, Utah, the
original of which certificate was issued by this Office on December 9, 1881;
On October 2, 1922, in connection with a consolidation of The First Bank of
Ogden, Ogden, Utah, and The Utah National Bank of Ogden, Ogden, Utah, the title
was charged to "The First & Utah National Bank of Ogden"; on January 18, 1923,
The First & Utah National Bank of Ogden changed its title to "First Utah
National Bank of Ogden"; on January 19, 1926, the title was changed to "First
National Bank of Ogden"; and on February 24, 1934, the title was changed to
"First Security Bank of Utah, National Association"; and
First Security Bank of Utah, National Association, Ogden, Utah, continues to
hold a valid certificate to do business as a National Banking Association.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
caused the 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 fourth day of April, A.D. 1972.
Thomas G. DeShazo
__________________________________________________
Deputy Comptroller of the Currency
<PAGE>
<PAGE>
TREASURY DEPARTMENT
Comptroller of the Currency,
Washington, December 9th, 1881
WHEREAS, by satisfactory evidence presented to the undersigned it has been made
to appear that "The First National Bank of Ogden" in Ogden City in the County of
Weber, and Territory of Utah has complied with all the provisions of the Revised
Statutes of the United States, required to be complied with before an
association shall be authorized to commence the business of Banking. Now,
therefore, I, John Jay Knox, Comptroller of the Currency, do hereby certify that
"The First National Bank of Ogden" in Ogden City in the County of Weber, and
Territory of Utah is authorized to commence the business of Banking, as provided
in Section Fifty-one hundred and sixty-nine of the Revised Statutes of the
United States.
In testimony whereof, witness my hand and seal of office this 9th day
of December, 1881.
John Jay Knox
__________________________________________________
Comptroller of the Currency
<PAGE>
<PAGE>
EXHIBIT 3
FEDERAL RESERVE BOARD
WASHINGTON, D.C.
I, S.R. Carpenter, Assistant Secretary of the Federal Reserve Board, do hereby
certify that it appears from the records of the Federal Reserve Board that:
(1) Pursuant to authority vested in the Federal Reserve Board by an
Act of Congress approved December 23, 1913, known as the Federal Reserve Act, as
amended, the Federal Reserve Board has heretofore granted to the First National
Bank of Ogden, Ogden, Utah, the right to act when not in contravention of State
or local law, as trustee, executor, administrator, registrar of stocks and
bonds, guardian of estates, assignee, receiver, committee of estates of
lunatics, or in any other fiduciary capacity in which State banks, trust
companies or other corporations which come into competition with national banks
are permitted to act under the laws of the State of Utah;
(2) On February 24, 1934, the First National Bank of Ogden, Ogden,
Utah, changed its title to First Security Bank of Utah, National Association,
under the provisions of an Act of Congress approved May 1, 1886, whereby all of
the rights, liabilities and powers of such national bank under its old name
devolved upon and inured to the bank under its new name; and
(3) Pursuant to the permission heretofore granted by the Federal
Reserve Board to the First National Bank of Ogden, Ogden, Utah, as aforesaid,
and by virtue of the change in the title of such bank, the First Security Bank
of Utah, National Association
<PAGE>
<PAGE>
has authority to act, when not in contravention of State or local law, as
trustee, executor, administrator, registrar of stocks and bonds, guardian of
estates of lunatics, or in any other fiduciary capacity in which State banks,
trust companies or other corporations which come into competition with national
banks are permitted to act under the laws of the State of Utah, subject to
regulations prescribed by the Federal Reserve Board.
IN WITNESS WHEREOF, I have hereunto subscribed my name and caused the seal
of the Federal Reserve Board to be affixed at the City of Washington, in the
District of Columbia, on the 1st day of March, 1934.
S.R. Carpenter
__________________________________________________
Assistant Secretary, Federal Reserve Board.
<PAGE>
<PAGE>
FEDERAL RESERVE BOARD
WASHINGTON
ADDRESS OFFICIAL CORRESPONDENCE TO
THE FEDERAL RESERVE BOARD
March 1, 1934.
First Security Bank of Utah, National Association,
Ogden, Utah.
Dear Sirs:
Reference is made to the change in the name of the First National Bank of
Ogden, Ogden, Utah, pursuant to the provisions of the Act of May 1, 1886, to
First Security Bank of Utah, National Association, and there is inclosed a
certificate issued by the Federal Reserve Board showing the trust powers
heretofore granted to the bank under its former name and that it is authorized
to exercise such powers under its new name.
Very truly yours,
S.R. Carpenter
S.R. Carpenter,
Assistant Secretary.
Enclosure
<PAGE>
<PAGE>
Comptroller of the Currency
LICENSING UNIT (APPLICATIONS)
50 Fremont Street, Suite 3900
San Francisco, CA 94105
(415) 545-5900, FAX (415) 545-5925
June 20, 1996
Board of Directors
FIRST SECURITY BANK OF UTAH, N.A.
c/o First Security Corporation
Attn: Brad D. Hardy, EVP
Post Office Box 30006
Salt Lake City, Utah 84130
RE: MERGER - FIRST SECURITY BANK OF IDAHO, N.A., BOISE, IDAHO INTO FIRST
SECURITY BANK OF UTAH, N.A., OGDEN, UTAH, UNDER THE TITLE OF FIRST SECURITY
BANK, N.A., ODGEN, UTAH. CONTROL NO: 96-WE-02-010
Dear Members of the Board:
This letter is the OFFICIAL CERTIFICATION of the Comptroller of the Currency to
merge First Security Bank of Idaho, National Association, Boise, Idaho into
First Security Bank of Utah, National Association, Ogden, Utah, EFFECTIVE AS OF
JUNE 21, 1996. THE RESULTING BANK TITLE IS FIRST SECURITY BANK, NATIONAL
ASSOCIATION AND CHARTER NUMBER IS 2597.
This is also the official authorization given to First Security Bank, National
Association to operate the branches of the target institution and to operate the
main office of the target institution as a branch. Branches of a national bank
target are not listed since they are automatically carried over to the resulting
bank and retain their current OCC branch numbers.
Please be advised that the Charter Certificate for the merged bank, First
Security Bank of Idaho, National Association, MUST BE RETURNED TO THE WESTERN
DISTRICT OFFICE for cancellation.
Very truly yours,
Robert G. Tornborg
Robert G. Tornborg
Acting Director of Bank Supervision - Compliance and Analysis
<PAGE>
<PAGE>
EXHIBIT 4
BY-LAWS OF THE
FIRST SECURITY BANK,
NATIONAL ASSOCIATION
Organized under the National Banking laws of the United States.
MEETINGS
SECTION 1. Unless otherwise provided by the articles of association a notice of
each shareholder's meeting, setting forth clearly the time, place and purpose of
the meeting, shall be given, by mail, to each shareholder of record of this bank
at lease 10 days prior to the date of such meeting. Any failure to mail such
notice or any irregularity therein, shall not affect the validity of such
meeting or of any of the proceedings thereat.
SECTION 2. A record shall be made of the shareholders represented in person and
by proxy, after which the shareholders shall proceed to the transaction of any
business that may properly come before the meeting. A record of the
shareholder's meeting, giving the names of the shareholders present and the
number of shares of stock held by each, the names of the shareholders
represented by proxy and the number of shares held by each, and the names of the
proxies, shall be entered in the records of the meeting in the minute book of
the bank. This record shall show the names of the shareholders and the number of
shares voted for each resolution or voted for each candidate for director.
Proxies shall be secured for the annual meeting alone, shall be dated, and shall
be filed with the records of the meeting. No officer, director, employee, or
attorney for the bank may act as proxy.
The chairman or Secretary of the meeting shall notify the directors-elect of
their election and of the time at which they are required to meet at the banking
house for the purpose of organizing the new board. At the appointed time, which
as closely as possible shall follow their election, the directors-elect shall
convene and organize.
The president or cashier shall then forward to the office of the Comptroller of
the Currency a letter stating that a meeting of the shareholders was held in
accordance with these by-laws, stating the number of shares represented in
person and the number of shares represented by proxy, together with a list of
the directors elected and the report of the appointment and signatures of
officers.
OFFICERS
Association By-Laws
<PAGE>
<PAGE>
SECTION 3. Each officer and employee of this bank shall be responsible for all
such moneys, funds, valuables, and property of every kind as may be entrusted to
his care or otherwise come into his possession, and shall faithfully and
honestly discharge his duties and apply and account for all such moneys, funds,
valuables and other property that may come into his hands as such officer or
employee and pay over and deliver the same to the order of the Board of
Directors or to such person or persons as may be authorized to demand and
receive same.
Association By-Laws
<PAGE>
<PAGE>
SECTION 4. If the Board of Directors shall not require separate bonds, it shall
require a blanket bond in an amount deemed by it to be sufficient.
SECTION 5. The following is an impression of the seal adopted by the Board of
Directors of this bank: (Here in the original resolution was imprinted the
Association's seal).
SECTION 6. The various branches of this bank shall be open for business during
such hours as shall be customary in the vicinity, or as shall be fixed, as to
any branch, by the clearing house association of which such branch shall be a
member.
SECTION 7. The regular meeting of the board of directors shall be held on the
first Wednesday after the first Tuesday of each month. When any regular meeting
of the board of directors falls upon a holiday, the meeting shall be held on
such other day as the board may previously designate. Special meetings may be
called by the president, any vice-president, the secretary or the cashier, or at
the request of three or more directors.
MINUTE BOOK
SECTION 8. The organization papers of this bank, the returns of the elections,
the proceedings of all regular and special meetings of the directors and of the
shareholders, the by-laws and any amendments thereto, and reports of the
committees of directors shall be recorded in the minute book; and the minutes of
each meeting shall be signed by the chairman and attest by the secretary of the
meeting.
TRANSFERS OF STOCK
SECTION 9. The stock of this bank shall be assignable and transferable only on
the books of this bank, subject to the restrictions and provisions of the
national banking laws; and a transfer book shall be provided in which all
assignments and transfers of stock shall be made.
SECTION 10. Certificates of stock, signed by the president or vice-president,
and the secretary or the cashier or any assistant cashier, may be issued to
shareholders, and when stock is transferred the certificates thereof shall be
returned to the association, cancelled, preserved, and new certificates issued.
Certificates of stock shall state upon the face thereof that the stock is
transferable only upon the books of the association, and shall meet the
requirements of section 5139, United States Revised Statutes, as amended.
EXPENSES
Association By-Laws
<PAGE>
<PAGE>
SECTION 11. All the current expenses of the bank shall be paid by the cashier,
except that the current expenses of each branch shall be paid by the manager
thereof; and such officer shall, every six months, or more often if required,
make to the board a report thereof.
Association By-Laws
<PAGE>
<PAGE>
EXAMINATIONS
SECTION 12. There shall be appointed by the board of directors a committee of
three members, exclusive of the active officers of the bank, whose duty it shall
be to examine, at least once in each period of eighteen months, the affairs of
each branch as well as the head office of the association, count its cash, and
compare its assets and liabilities with the accounts of the general ledgers,
ascertain whether the accounts are correctly kept and that the condition of the
bank corresponds therewith, and whether the bank is in a sound and solvent
condition, and to recommend to the board such changes in the manner of doing
business, etc., as shall seem to be desirable, the result of which examination
shall be reported in writing to the board at the next regular meeting
thereafter, provided that the appointment of such committee and the examinations
by it may be dispensed with if the board shall cause such examination to be made
and reported to the board by accountants approved by it.
CHANGES IN BY-LAWS
SECTION 13. These by-laws may be changed or amended by the vote of a majority of
the directors at any regular or special meeting of the board, provided, however,
that the directors shall have been given 10 days notice of the intention to
change or offer an amended thereto.
REPEAL
SECTION 14. All by-laws heretofore adopted are repealed.
Association By-Laws
<PAGE>
<PAGE>
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1998
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.
SCHEDULE RC-BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
----------------------------------------
RCFD RCFD
---- ----
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin (1)......... 0081 583,527 1.a
b. Interest-bearing balances (2).................................. 0071 808 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)..... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)... 1773 3,032,894 2.b
3. Federal funds sold and securities purchased under agreements to
resell........................................................... 1350 30,000 3
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C).. 2122 11,030,077 4.a
b. LESS: Allowance for loan and lease losses...................... 3123 123,024 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 10,907,053 4.d
5. Trading assets (from Schedule RC-D)................................ 3545 69,665 5
6. Premises and fixed assets (including capitalized leases)........... 2145 188,857 6
7. Other real estate owned (from Schedule RC-M)....................... 2150 2,354 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 741 9
10. Intangible assets (from Schedule RC-M)............................. 2143 239,484 10
11. Other assets (from Schedule RC-F).................................. 2160 414,209 11
12. Total assets (sum of items 1 through 11)........................... 2170 15,469,592 12
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<PAGE>
EXHIBIT 7 CONT.
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
<S> <C> <C> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON
part I)............................................................................RCON 2200 8,618,996 13.a
(1)Noninterest-bearing(1)..........................................................6631 1,846,309 13.a.1
(2)Interest-bearing................................................................6636 6,772,687 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, RCFN
(part II)..........................................................................RCFN 2200 214,369 13.b
(1)Noninterest-bearing.............................................................6631 0 13.b1
(2)Interest-bearing................................................................6636 214,369 RCFD 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase............ 2800 2,107,176 14
RCON
15.a. Demand notes issued to the U.S. Treasury............................................ 2840 35,816 15.a
RCFD
b. Trading liabilities (from Schedule RC-D)............................................ 3548 0 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 1,629.154 16.a
b. With a remaining maturity of more than one year through three years................ A547 331.689 16.b
c. With a remaining maturity of more than three years................................. A548 777,324 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding.............................. 2920 741 18
19. Subordinated notes and debentures(2)................................................. 3200 45,000 19
20. Other liabilities (from Schedule RC-G)................................................ 2930 479.909 20
21. Total liabilities (sum of items 13 through 20)........................................ 2948 14,240,174 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus......................................... 3838 0 23
24. Common Stock.......................................................................... 3230 64,307 24
25. Surplus (exclude all surplus related to preferred stock).............................. 3839 314,793 25
26. a. Undivided profits and capital reserves............................................. 3632 821,001 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities............. 8434 29,317 26.b
27. Cumulative foreign currency translation adjustments................................... 3284 0 27
28. Total equity capital (sum of items 23 through 27)..................................... 3210 1,229,418 28
29. Total liabilities and equity capital (sum of items 21 and 28)......................... 3300 15,469,592 29
MEMORANDUM
TO BE REPORTED ONLY WITH MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best describes
the most comprehensive level of auditing work performed for the bank by independent external RCFD Number
auditors as of any date during 1997......................................................................... 6724 N/A M.1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
</TABLE>
- ------------
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
