EX-25
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)
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)
NOT APPLICABLE
(Name, address and telephone number of agent for service)
AMTRAN, INC.
(Exact name of obligor as specified in its charter)
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)
10 1/2% Senior Notes due 2004
(Title of the Indenture securities)
<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>
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 1st day of August,
2000.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, Trustee
By: /s/ Greg A. Hawley
-----------------------------
Greg A. Hawley
Vice President
<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 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.
<PAGE>
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 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;
<PAGE>
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 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. This 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>
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>
EXHIBIT 2
CERTIFICATE
TREASURY 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.
/s/ Thomas G. DeShazo
----------------------------------
Deputy Comptroller of the Currency
<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.
/s/ John Jay Knox
---------------------------
Comptroller of the Currency
<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
<PAGE>
Security Bank of Utah, National Association 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/ S.R. Carpenter
-------------------------------------------
Assistant Secretary, Federal Reserve Board.
<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/ S.R. Carpenter
---------------------------
S.R. Carpenter,
Assistant Secretary.
Enclosure
<PAGE>
[GRAPHIC OMITTED]
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Comptroller of the Currency
Administrator of National Banks
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Licensing Unit (Applications)
50 Fremont Street, Suite 3900
San Francisco, 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,
/s/ Robert G. Tornborg
------------------------
Robert G. Tornborg
Acting Director of Bank Supervision - Compliance and Analysis
<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
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.
<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
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.
<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.
<PAGE>
Consolidated Report of Condition for Insured Commercial
and State-Charted Savings Banks for March 31, 2000
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
Dollar Amounts in Thousands
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ASSETS
1 Cash and balances due from depository
institutions (from Schedule RC-A)
a. Noninterest-bearing balances and RCFD
currency and coin(1).............................0081 702,790 1.a
b. Interest-bearing balances(2).......................0071 2,974 1.b
2 Securities.
a. Held-to-maturity securities (from
Schedule RC-B, columnA)..........................1754 0 2.a
b. Available-for-sale securities (from
Schedule RC-B, Column D).........................1773 3,262,312 2.b
3 Federal funds sold and securities purchased
under agreements to resell.............................1350 442,835 3
4 Loans and lease financing receivables:
a. Loans and leases net of unearned RCFD
income (from Schedule RC-C)........2122 12,425,341 4.a
b. LESS: Allowance for loan and
lease losses.......................3123 123,728 4.b
c. LESS: Allocated transfer risk
reserve............................3128 0 4.c
d. Loans and leases, net of unearned
income allowance, and reserve RCFD
(item 4.a minus 4.b and 4.c)......................2125 12,301,613 4.d
5 Trading asserts (from Schedule RC-D)....................3545 0 5
6 Premises and fixed assets (including
capitalized leases)....................................2145 239,972 6
7 Other real estate owned (from
Schedule RC-M).........................................2150 5,427 7
8 Investments in unsonsolidated
subsidiaries and associated
companies (from Schedule RC-M).........................2130 0 8
9 Customers' liability to this bank on
acceptances outstanding................................2155 1,405 9
10 Intangible assets (from Schedule RC-M)..................2143 280,495 10
11 Other assets (from Schedule RC-F).......................2160 753,354 11
12 Total assets (sum of items 1 through 11)................2170 17,993,177 12
--------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Schedule RC - Continued
Dollar Amounts in Thousands
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LIABILITIES
13 Deposits.
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E), RCON
part I)............................RCON 2200 9,097,731 13.a
(1) Noninterest-bearing(1)..........6631 1,671,561 13.a1
(2) Interest-bearing................6636 7,425,170 13.a2
b. In foreign offices. Edge and Agree-
ment subsidiaries, and IBF's (from RCFN
Schedule RC-E, part II)............RCFN 2200 591,445 13.b
(1) Noninterest-bearing.............6631 0 13.b1
(2) Interest-bearing................6636 591,445 13.b2
14 Federal funds purchased and securities RCFD
sold under agreements to repurchase....................2800 2,179,100 14
RCON
15 a. Demand notes issued to the U.S. Treasury...........2840 16,247 15.a
b. Trading liabilities (from RCFD
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 2,363,392 16.a
b. With a remaining maturity of
more than one year through
three years.......................................4547 302,815 16.b
c. With a remaining maturity of
more than three years.............................4548 1,115,477 16.c
17 Not applicable
18 Bank's liability on acceptances executed
and outstanding........................................2920 1,405 18
19 Subordinated notes and debentures(2)....................3200 245,000 19
20 Other libilities (from Schedule RC-G)...................2930 608,478 20
21 Total liabilities (sum of items 13 through 20)..........2943 16,521,090 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 392,199 25
26 a. Undivided profits and capital reserves.............3632 1,098,329 26.a
b. Net unrealized holding gains (losses)
on available-for sale securities..................8434 (82,748)26.b
c. Accumulated net gains (losses) on
cash flow hedges..................................4336 0 26.c
27 Cumulative foreign currency translator
adjustments............................................3284 0 27
28 Total equity capital (sum of items
23 through 27).........................................3210 1,472,087 28
29 Total liabilities and equity capital
(sum of items 21 and 28)...............................3300 17,993,177 29
MEMORANDUM
To be reported only with the 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 auditors as of any RCFD Number
date during 1999.........................................6724 2 M.1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm with
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.
-------------
(1) Includes total demand deposits and noninteresting-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
