<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-41823
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 18, 1997)
$50,000,000
(SOUTHTRUST CORPORATION LOGO)
8% SUBORDINATED NOTES DUE 2014
----------------------
This prospectus supplement and the attached prospectus describe the
$50,000,000 SouthTrust Corporation 8% Subordinated Notes due 2014. We will pay
interest on the notes monthly in arrears on the 15th day of each month, with the
first interest payment on October 15, 1999. The notes will mature on September
15, 2014 and are redeemable by us semi-annually, in whole or in part, on and
after September 15, 2003 upon 30 days' notice.
The notes are unsecured and subordinated in right of payment to all of our
other present or future senior indebtedness. The notes will be issued only in
denominations of $1,000.
We do not intend to list the notes on any securities exchange.
----------------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- -----
<S> <C> <C>
Public offering price(1).................................. 100% $50,000,000
Underwriting discount..................................... 2.375% $ 1,187,500
Proceeds, before expenses, to Southtrust Corporation...... 97.625% $48,812,500
</TABLE>
- ---------------
(1) Plus accrued interest from September 15, 1999, if settlement occurs after
that date
----------------------
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A
BANK. THE NOTES ARE NOT GUARANTEED BY ANY BANK AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE NOTES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about September 15, 1999.
---------------------
MERRILL LYNCH & CO.
SOUTHTRUST SECURITIES INC.
J.C. BRADFORD & CO.
THE ROBINSON-HUMPHREY COMPANY
SALOMON SMITH BARNEY
---------------------
The date of this prospectus supplement is September 1, 1999.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PROSPECTUS SUPPLEMENT
About this Prospectus Supplement............................ S-3
Description of the Notes.................................... S-3
Consolidated Ratios of Earnings to Fixed Charges............ S-5
Use of Proceeds............................................. S-5
Underwriting................................................ S-6
Validity of the Notes....................................... S-6
Incorporation of Information We File with the Commission.... S-7
Additional Information...................................... S-7
PROSPECTUS
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
SouthTrust Corporation...................................... 3
Use of Proceeds............................................. 4
Regulatory Matters.......................................... 5
Description of Debt Securities.............................. 7
Description of Capital Stock................................ 17
Book-Entry Only Issuance of Offered Securities.............. 21
Limitations on Issuance of Bearer Securities................ 24
Plan of Distribution........................................ 25
Legal Opinions.............................................. 26
Experts..................................................... 26
</TABLE>
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<PAGE> 3
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement describes the specific terms of the notes and
supplements the description of the Debt Securities included in the attached
prospectus. In making your evaluation of the notes, you should rely only on the
information included or incorporated by reference in this prospectus supplement
and the attached prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. If information in this
prospectus supplement is inconsistent with the attached prospectus, this
prospectus supplement will supersede the information in the attached prospectus.
This prospectus supplement and the attached prospectus do not constitute an
offer to sell or the solicitation of an offer to buy the notes in any
jurisdiction in which such an offer or solicitation is unlawful.
You should not assume that the information contained or incorporated by
reference in this prospectus supplement or the attached prospectus is accurate
as of any date other than its respective date. Capitalized terms used, but not
defined in this prospectus supplement, are defined in the attached prospectus.
DESCRIPTION OF THE NOTES
GENERAL
You should read the following description of the 8% Subordinated Notes due
2014 along with the "Description of Debt Securities" in the attached prospectus.
The notes are direct obligations of SouthTrust Corporation. The notes will
be limited to $50,000,000 aggregate principal amount and will mature on
September 15, 2014. The notes will be issued under the Subordinated Indenture
described in the attached prospectus. The notes will bear interest at the rate
per year shown on the cover page of this prospectus supplement. The interest is
payable monthly in arrears on the 15th of each month (each an "Interest Payment
Date"), beginning on October 15, 1999. Interest payments will be made to the
person in whose name each note is registered at the close of business on the
first Business Day of each month preceding an Interest Payment Date. The amount
of interest payable for any period will be computed on the basis of a year of
360 days consisting of twelve 30-day months.
If the maturity date or an Interest Payment Date for the notes falls on a
day that is not a Business Day, that payment will be made on the next Business
Day as if it were the date that payment was due and no interest will accrue from
and after the original payment date. The term "Business Day" means any day other
than a Saturday or Sunday that is not a legal holiday in New York, New York and
is not a day on which banking institutions in those cities are authorized or
required by law or regulation to be closed. Initially, we will make principal
and interest payments at the office of the Trustee located at 450 West 33rd
Street, 15th Floor, New York, New York 10001.
We are not required to make any sinking fund payments. The notes are
subject to acceleration only in the event of bankruptcy, insolvency or
reorganization of SouthTrust Corporation. There will be no right of acceleration
in the case of default in the payment of interest or in the performance of any
other covenant.
OPTIONAL REDEMPTION OF THE NOTES
We may not redeem the notes prior to September 15, 2003. From and after
September 15, 2003, we may redeem some or all of the notes semi-annually on such
date and on each Interest Payment Date occurring in March or September
thereafter. The redemption price will equal the outstanding principal of the
notes being redeemed plus accrued interest, if any.
We are required to give notice of a redemption not less than 30 days nor
more than 60 days prior to the redemption date by first class mail to each
holder's address appearing in the securities register
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<PAGE> 4
maintained by the Trustee. If we redeem less than all of the notes, the
particular notes to be redeemed will be selected by the Trustee by such method
as the Trustee deems fair and appropriate.
SUBORDINATION
The notes will be our direct, unsecured obligations and will be subordinate
to all of our Senior Indebtedness as described under "Description of Debt
Securities -- Subordinated Securities" beginning at page 13 in the attached
prospectus. As of June 30, 1999, we had no outstanding Senior Indebtedness. The
Subordinated Indenture does not limit the amount of Senior Indebtedness or other
obligations we may issue.
BOOK-ENTRY SYSTEM
The notes will be issued in book-entry form only. This means that we will
not issue actual notes or certificates to each holder. Instead, the notes will
be in the form of a Global Note held in the name of DTC. In order to own a
beneficial interest in a note, you must be an institution that has an account
with DTC or have a direct or individual account with such an institution.
Notes will not be issued in certificated form unless:
- DTC notifies us that it is unwilling or unable to continue as depositary
or it otherwise ceases to be a qualified clearing agency and we do not
appoint a successor depositary; or
- We make a decision to permit notes to be issued in certificated form and
notify the Trustee of that decision.
Management of DTC is aware that some computer applications and systems for
processing data that are dependent upon calendar dates, including dates before,
on, and after January 1, 2000, may encounter "Year 2000 problems." DTC has
informed DTC participants and other members of the financial community that it
has developed and is implementing a program so that its systems, which relate to
the timely payment of distributions (including principal and interest payments)
to securityholders, book-entry deliveries and settlement of trades within DTC,
continue to function appropriately. This program includes a technical assessment
and a remediation plan, each of which is complete. Additionally, DTC's plan
includes a testing phase, which is expected to be completed within appropriate
time frames.
However, DTC's ability to perform its services properly is also dependent
upon other parties, such as issuers and their agents, as well as the DTC
participants and third party vendors from whom DTC licenses software and
hardware and on whom DTC relies for information or the provision of services,
including telecommunication and electrical utility service providers. DTC has
informed the financial community that it is contacting (and will continue to
contact) third party vendors from whom DTC acquires services to: (a) impress
upon them the importance of such services being Year 2000 compliant; and (b)
determine the extent of their efforts for Year 2000 remediation (and, as
appropriate, testing) of their services. In addition, DTC is in the process of
developing such contingency plans as it deems appropriate.
The information in the preceding two paragraphs regarding DTC has been
provided by DTC to the financial community for informational purposes only and
is not intended to serve as a representation, warranty, or contract modification
of any kind.
For additional information regarding the book-entry securities, see
"Book-Entry Only Issuance of Offered Securities" beginning at page 21 in the
attached prospectus.
SAME-DAY SETTLEMENT AND PAYMENT
The underwriters purchasing the notes from us will settle the notes in
immediately available funds. As long as the notes are represented by Global
Notes, we will make all principal and interest payments in immediately available
funds.
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<PAGE> 5
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing house or next day funds. In contrast, as long as the notes
are represented by Global Notes registered in the name of DTC or its nominee,
the notes will trade in DTC's Same-Day Funds Settlement System. DTC requires
secondary market trading activity in the notes to settle in immediately
available funds. This requirement may affect trading activity in the notes.
PAYING AGENT, SECURITY REGISTRAR AND TRANSFER AGENT
Until the notes are paid, we will maintain a paying agent, security
registrar and transfer agent for the notes. Initially, The Chase Manhattan Bank
will serve in each of these capacities.
PAYMENT OF PRINCIPAL AND INTEREST
Principal of, premium, if any, and interest on notes in book-entry form are
paid in accordance with the arrangements then in place between the paying agent
and DTC or its nominee, as holder. Interest on notes in certificated form
generally is paid by check mailed to the holders of the notes on the applicable
record date at the address appearing in our records. Principal, premium, if any,
and interest payable at the maturity date of a note in certificated form are
paid by wire transfer of immediately available funds upon surrender of the note
at the corporate trust office of the applicable Trustee or paying agent.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following unaudited table presents our consolidated ratios of earnings
to fixed charges for each of the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
--------------- --------------------------------
1998 1999 1994 1995 1996 1997 1998
-------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS TO FIXED CHARGES
Including Interest on Deposits........................ 1.39x 1.44x 1.51x 1.38x 1.41x 1.40x 1.39x
Excluding Interest on Deposits........................ 2.01 2.16 3.00 2.27 2.27 2.05 2.09
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income before applicable income taxes, plus fixed charges less capitalized
interest. Fixed charges represent interest expense, capitalized interest and
amortization of debt expense and the interest portion of rent expense. As to
each of the periods indicated above, no shares of preferred stock of SouthTrust
Corporation were outstanding.
USE OF PROCEEDS
We currently plan to use the net proceeds from the sale of the notes for
general corporate and working capital purposes, including funding investments
in, or extensions of credit to, our banking and nonbanking subsidiaries. Pending
such use, we may temporarily invest the net proceeds in investment grade
securities. The precise amounts and the timing of the application of proceeds
will depend on our funding requirements and those of our subsidiaries as well as
the availability of other funds.
S-5
<PAGE> 6
UNDERWRITING
The underwriters named below have severally agreed, subject to the terms
and conditions of the underwriting agreement entered into as of September 1,
1999 by them with SouthTrust Corporation, to purchase the principal amount of
notes set forth below opposite their respective names. The underwriters are
committed to purchase all of the notes if any are purchased. Under certain
circumstances, the commitments of non-defaulting underwriters may be increased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT OF NOTES
------------ ---------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................ $29,500,000
The Robinson-Humphrey Company LLC........................................ 6,400,000
Salomon Smith Barney Inc. ............................................... 6,000,000
J.C. Bradford & Co....................................................... 5,000,000
SouthTrust Securities Inc................................................ 3,100,000
-----------
Total....................................................... $50,000,000
===========
</TABLE>
The underwriters propose to offer the notes in part directly to the public
at the initial public offering price set forth on the cover page of this
prospectus supplement and in part to certain securities dealers at such price,
less a concession of 2% of the principal amount of the notes. The underwriters
may allow, and such dealers may reallow, a concession not to exceed 1.5% of the
principal amount of the notes to certain brokers and dealers. After the notes
are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the underwriters.
In connection with the offering of the notes, the underwriters may engage
in over-allotment, stabilizing transactions and short covering transactions in
accordance with Regulation M under the Securities Exchange Act of 1934.
Over-allotment involves sales in excess of the offering size, which creates a
short position for the underwriters. Stabilizing transactions involve bids to
purchase the notes in the open market for the purpose of pegging, fixing or
maintaining the price of the notes. Short covering transactions involve
purchases of the notes in the open market after the distribution has been
completed in order to cover short positions. These stabilizing transactions and
short covering transactions may cause the price of the notes to be higher than
it would otherwise be in the absence of such transactions. Such activities, if
commenced, may be discontinued at any time.
Following the initial distribution of the notes, our affiliates may offer
and sell the notes in the course of their business as a broker-dealer and may
act as principal, agent or remarketing agent. This prospectus supplement may be
delivered in connection with effecting such transactions. Any such sales will be
made at negotiated prices relating to prevailing market prices at the time of
sale.
We do not intend to apply for listing of the notes on a national securities
exchange, but have been advised by the underwriters that the underwriters intend
to make a market in the notes. The underwriters are not obligated, however, to
make a market in the notes and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the notes.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of any of those
liabilities.
VALIDITY OF THE NOTES
Bradley Arant Rose & White LLP, Birmingham, Alabama, will pass upon the
validity of the notes for us. Stroock & Stroock & Lavan LLP, New York, New York,
will pass upon certain matters for the underwriters.
S-6
<PAGE> 7
INCORPORATION OF INFORMATION WE
FILE WITH THE COMMISSION
The rules of the Commission allow us to "incorporate by reference"
information into this prospectus supplement and the attached prospectus, which
means that we can disclose important information to you by referring you to
another document filed separately with the Commission. The information
incorporated by reference is deemed to be a part of this prospectus supplement
and the attached prospectus, and later information that we file with the
Commission will automatically update and supersede that information. This
prospectus supplement and the attached prospectus incorporate by reference the
following documents that have been previously filed by us with the Commission.
These documents contain important information about us.
- Annual Report on Form 10-K for the year ended December 31, 1998
- Quarterly Reports on Form 10-Q for the periods ended:
- March 31, 1999
- June 30, 1999
We are also incorporating by reference additional documents that will be
filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this prospectus supplement
and the termination of the offering of the notes.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus supplement has been delivered a copy of
any and all of these filings. You may request a copy of these filings by writing
or telephoning our corporate secretary at:
SouthTrust Corporation
420 North 20th Street, 34th Floor
Birmingham, Alabama 35203
Telephone Number: (205) 254-5000
ADDITIONAL INFORMATION
We file reports, proxy statements and other information with the
Commission. Information filed by us with the Commission can be inspected and
copied at the Public Reference Room maintained by the Commission and at the
following Regional Offices of the Commission:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Further information on the operation of the
Commission's Public Reference Room in Washington, D.C. can be obtained by
calling the Commission at 1-800-SEC-0330.
The Commission also maintains an Internet site that contains reports, proxy
statements and other information about issuers, such as SouthTrust Corporation,
who file electronically with the Commission. The address of that site is
http://www.sec.gov.
More information also may be obtained by contacting our Internet site. The
address of that site is http://www.southtrust.com. No information included in,
or posted on, our Internet site shall be deemed to constitute a part of this
prospectus supplement.
This prospectus supplement and the attached prospectus are part of a
registration statement filed by us with the Commission. The full registration
statement may be obtained from the Commission or us, as
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<PAGE> 8
indicated under "Incorporation of Information We File with the Commission"
above. A form of the Subordinated Indenture and other documents establishing the
terms of the Offered Debt Securities are filed as exhibits to the registration
statement. Statements in this prospectus supplement and the attached prospectus
about such documents are summaries. You should refer to the actual documents for
a more complete description of the relevant matters.
S-8
<PAGE> 9
PROSPECTUS
[SOUTHTRUST LOGO]
SouthTrust Corporation (the "Corporation") may offer from time to time up
to $600,000,000 of (i) its notes, debentures or other evidences of unsecured
indebtedness (the "Debt Securities") in one or more currencies on terms to be
determined at the time of sale, (ii) its preferred stock, par value $1.00 per
share (the "Preferred Stock"), in one or more currencies on terms to be
determined at the time of sale; and (iii) its common stock, par value $2.50 per
share (the "Common Stock"), in one or more currencies on terms to be determined
at the time of sale. The Preferred Stock and Common Stock are collectively
referred to as the "Equity Securities," and the Debt Securities and the Equity
Securities are collectively referred to as the "Offered Securities." The Debt
Securities may be either senior in priority of payment (the "Senior Securities")
or subordinated in right of payment (the "Subordinated Securities"). When
Offered Securities are sold, a supplement to this Prospectus (the "Prospectus
Supplement") will be delivered, which will set forth the amount and terms of the
Offered Securities and of the sale. The Offered Securities may be sold for U.S.
Dollars, foreign currencies or foreign currency units, and the principal of or
any interest on the Debt Securities may be payable in U.S. Dollars, foreign
currencies or foreign currency units.
When Debt Securities are offered, any applicable Prospectus Supplement will
set forth the specific terms such as, where applicable, the specific
designation, aggregate principal amount, denominations and currency or currency
unit for which the Debt Securities may be purchased, the currency or currency
rate in which the principal and any interest is payable, maturity, interest rate
(which may be fixed or variable), and time of payment of interest, if any, terms
for redemption (which either may be at the option of the Corporation or the
holder), terms for sinking fund payments, initial public offering price, names
of and principal amounts to be purchased by underwriters and compensation of
such underwriters, and information about any listing on a securities exchange of
such Debt Securities as are being offered thereby. When Equity Securities are
offered, any applicable Prospectus Supplement will set forth, in the case of
Preferred Stock, the specifications, such as, where applicable, the specific
title and stated value, any dividend and liquidation rights, voting rights and
the initial public offering price, and, in the case of Common Stock, the initial
public offering price and the aggregate number of shares offered.
The Debt Securities may be issued in registered or bearer form. In
addition, all or a portion of the Debt Securities of a series may be issuable in
temporary or permanent global form. Debt Securities in bearer form will be
offered and sold only outside the United States to non-U.S. Persons and to
foreign branches of certain United States financial institutions. See
"Limitations on Issuance of Bearer Securities."
The Offered Securities may be sold to underwriters for public offering
pursuant to terms of offering fixed at the time of sale. The name of any
underwriter or agent of the Corporation involved in the sale of Offered
Securities will be set forth in any applicable Prospectus Supplement. In
addition, the Offered Securities may be sold by the Corporation directly or
through agents. Any underwriters, dealers or agents participating in the
offering may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"). See "Plan of Distribution."
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DEBT SECURITIES WILL BE UNSECURED OBLIGATIONS OF THE CORPORATION AND WILL
NOT BE OBLIGATIONS OF A BANK INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER FEDERAL AGENCY.
---------------------
The date of this Prospectus is December 18, 1997.
<PAGE> 10
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY WITHIN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OF SOLICITATION WITHIN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY APPLICABLE
PROSPECTUS SUPPLEMENT NOR ANY SALES MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF OR THEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO SUCH DATE.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street N.W., Washington,
D.C. 20549, as well as at the following regional offices of the Commission: The
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and Seven World Trade Center, Suite 1300, New York, New
York 10048. The Commission also maintains a web site that contains reports,
proxy and information statements and other information regarding the Corporation
which files such information electronically with the Commission. The address of
this web site is http://www.sec.gov. Copies of such material can be obtained
from the Commission's Public Reference Section, Room 1024, Judiciary Plaza, 450
Fifth Street N.W., Washington, D.C. 20549 upon payment of prescribed rates. In
addition, reports, proxy statements, information statements and other
information concerning the Corporation may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street N.W.,
Washington, D.C. 20096. This Prospectus does not contain all information set
forth in the Registration Statement and Exhibits thereto which the Corporation
has filed with the Commission under the Securities Act and to which reference is
hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated, as of their respective filing dates, by reference in this
Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996; and
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997 and the
Corporation's Current Reports on Form 8-K dated October 8, 1997 and
December 5, 1997.
All reports and definitive proxy or information statements filed by the
Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the Offered Securities offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
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<PAGE> 11
The Corporation will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and any applicable Supplement
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents described above, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
therein). Written requests should be addressed to Aubrey D. Barnard, SouthTrust
Corporation, SouthTrust Tower, 420 North 20th Street, Birmingham, Alabama 35203.
Telephone requests may be directed to Mr. Barnard at (205) 254-5000.
SOUTHTRUST CORPORATION
The Corporation, a bank holding company headquartered in Birmingham,
Alabama, was incorporated under the laws of Delaware in 1968 in order to acquire
all of the outstanding capital stock of the predecessor of SouthTrust Bank of
Alabama, National Association. The Corporation engages in a full range of
banking services from more than 530 banking locations in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina and Tennessee. The
Corporation also offers a range of other services, including mortgage banking
services, fiduciary and trust services and securities brokerage services. As of
September 30, 1997, the Corporation had consolidated total assets of
approximately $29.8 billion, which ranked it as the largest bank holding company
headquartered in Alabama.
Effective June 2, 1997, the Corporation, pursuant to the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking
Act"), consolidated its banking subsidiaries located in the states of Alabama,
Florida, Georgia, North Carolina, Mississippi, Tennessee and South Carolina into
its largest banking subsidiary, SouthTrust Bank of Alabama, National Association
and changed the name of such banking subsidiary to SouthTrust Bank, National
Association ("SouthTrust Bank"). The consolidation was undertaken by the
Corporation in order to obtain the benefits of the Interstate Banking Act,
which, subject to certain limitations, since June 1, 1997, permits qualifying
bank holding companies to engage in interstate mergers and allows banks to
maintain and operate branches in states other than the states where they
maintain their principal place of business. See "Regulatory Matters -- The
Riegle-Neal Interstate Bank and Branching Efficiency Act."
As a bank holding company, the Corporation is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended
(the "Holding Company Act"). As of December 31, 1996, the capital ratios of the
Corporation and SouthTrust Bank were in excess of the fully phased-in risk-based
and leverage capital guidelines of the Federal Reserve Board, the Office of the
Comptroller of the Currency (the "Comptroller"), and the Federal Deposit
Insurance Corporation (the "FDIC"), as applicable. SouthTrust Bank and the bank-
related subsidiaries of the Corporation are subject to regulation and
supervision by the Comptroller, the Federal Reserve Board and the FDIC, as
applicable. The amount of dividends that SouthTrust Bank may pay is limited by
regulation. See "Regulatory Matters." The Corporation has pursued a strategy of
acquiring banks and financial institutions throughout the major growth areas of
Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee. The
purpose of this expansion is to give the Corporation access to metropolitan
markets with favorable prospects for growth of population, per capita income,
and business development opportunities.
As a routine part of its business, the Corporation evaluates opportunities
to acquire bank holding companies, banks and other financial institutions. In
addition, in the normal course of its business, the Corporation seeks out and
receives inquiries from financial institutions regarding the possible
acquisition of such institutions. The Corporation routinely evaluates these
opportunities. Thus, at any point in time, the number of acquisition
opportunities that may be available to the Corporation, as well as the stage of
development of such activity, is subject to change.
Since January 1, 1997 through the date hereof, the Corporation or one of
its affiliates has acquired, or executed agreements to acquire, six financial
institutions (or certain of their assets and/or assume certain of their
liabilities) having total assets of approximately $5.9 billion, total loans of
approximately $1.2 billion and total deposits of approximately $5.6 billion. The
aggregate consideration paid or payable by the Corporation or its affiliates in
these six transactions aggregates approximately 1.3 million shares of the
Corporation's Common
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<PAGE> 12
Stock with a market value at the time of issuance of approximately $49.3
million, and approximately $515.9 million of cash. As discussed below, two of
these transactions are scheduled to be consummated during the first two quarters
of 1998 and are subject to certain closing conditions and regulatory approvals.
These six transactions serve to further the strategy of expanding and
diversifying the Corporation's customer base in selected markets with favorable
prospects for growth.
On December 4, 1997, the Corporation entered into an agreement to assume
and acquire deposits and certain assets associated with 27 branches of Home
Savings of America, FSB, a subsidiary of H. F. Ahmanson & Company for a premium
of $300 million payable in cash. These branches are located in various cities
and metropolitan areas on the East Coast of Florida, including Boca Raton, Coral
Gables, Fort Lauderdale, Hollywood, Miami Beach and South Miami Beach. In
connection with the transaction, an affiliate of the Corporation will assume
approximately $3.4 billion in deposits and will acquire cash, the banking
premises associated with such branches and a limited amount of loans associated
with the deposits.
On October 15, 1997, the Corporation executed an agreement with Barnett
Banks, Inc. for the purchase of First of America Bank, Florida FSB for a
purchase price of $160 million payable in cash. Through this acquisition, the
Corporation expects to add total asset, loans and deposits of approximately $1.1
billion, $0.8 billion and $0.9 billion, respectively, and 58 branches, primarily
on the West Coast of Florida.
The Corporation's headquarters are located at 420 North 20th Street,
Birmingham, Alabama 35203 and its telephone number is (205) 254-5000.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges for
each of the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------- --------------
1996 1995 1994 1993 1992 1997 1996
---- ---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS TO FIXED CHARGES
Including Interest on Deposits........... 1.41x 1.38x 1.51x 1.56x 1.42x 1.40x 1.41x
Excluding Interest on Deposits........... 2.27 2.27 3.00 4.27 4.23 2.05 2.29
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income applicable to Common Stock, plus applicable income taxes and fixed
charges less capitalized interest. Fixed charges represent interest expense,
capitalized interest, amortization of debt expense and the interest portion of
rent expense. The ratios of earnings to combined fixed charges and preferred
stock dividends are identical to the ratios of earnings to fixed charges listed
above because no shares of Preferred Stock of the Corporation were outstanding
during the periods indicated above.
USE OF PROCEEDS
The net proceeds from the sale of the Offered Securities will be used for
general corporate purposes, including the Corporation's working capital needs,
the funding of investments in, or extensions of credit to, SouthTrust Bank and
the Corporation's nonbanking subsidiaries, possible acquisitions of other
financial institutions or their assets or liabilities, possible acquisitions of
or investments in other businesses of a type eligible for bank holding companies
or banks and possible reduction of outstanding indebtedness. Pending such use,
the Corporation may temporarily invest the net proceeds in investment grade
securities. The Corporation may, from time to time, engage in additional capital
financings of a character and in amounts to be determined by the Corporation in
light of its need at such time or times and in light of prevailing market
conditions. If the Corporation elects at the time of issuance of the Offered
Securities to make different or more specific use of proceeds other than that
set forth herein, such use will be described in the applicable Prospectus
Supplement.
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<PAGE> 13
REGULATORY MATTERS
The Corporation is a bank holding company within the meaning of the Holding
Company Act, and is registered with the Federal Reserve Board. SouthTrust Bank,
the Corporation's banking subsidiary, is subject to restrictions under federal
law which limit the transfer of funds by SouthTrust Bank to the Corporation and
its nonbanking subsidiaries, whether in the form of loans, extensions of credit,
investments or asset purchases. Such transfers by SouthTrust Bank to the
Corporation or any nonbanking subsidiary are limited in amount to 10% of
SouthTrust Bank's capital and surplus and, with respect to the Corporation and
all such nonbanking subsidiaries, to an aggregate of 20% of SouthTrust Bank's
capital and surplus. Furthermore, such loans and extensions of credit are
required to be secured in specified amounts. The Holding Company Act also
prohibits, subject to certain exceptions, a bank holding company from engaging
in or acquiring direct or indirect control of more than 5% of the voting stock
of any company engaged in nonbanking activities. An exception to this
prohibition is for activities expressly found by the Federal Reserve Board to be
so closely related to banking or managing or controlling banks as to be a proper
incident thereto.
As a bank holding company, the Corporation is required to file with the
Federal Reserve Board semi-annual reports and such additional information as the
Federal Reserve Board may require. The Federal Reserve Board may also make
examinations of the Corporation and each of its subsidiaries.
The approval of the Comptroller is required for any dividend proposed to be
paid by SouthTrust Bank to the Corporation if the total of all dividends
declared by SouthTrust Bank in any calendar year would exceed the total of its
net profits, as defined by the Comptroller, for that year, combined with its
retained net profits for the preceding two years, less any required transfers to
surplus or a fund for the retirement of any preferred stock. Under the foregoing
laws and regulations, at September 30, 1997, approximately $403.9 million was
available for payment of dividends to the Corporation declared by SouthTrust
Bank during the final quarter of 1997. The payment of dividends by SouthTrust
Bank may also be affected by other factors, such as the maintenance of adequate
capital for SouthTrust Bank. In addition to the foregoing restrictions, the
Federal Reserve Board has the power to prohibit the payment of dividends by bank
holding companies if their actions constitute unsafe or unsound practices. The
Federal Reserve Board has issued a policy statement on the payment of cash
dividends by bank holding companies, which expresses the Federal Reserve Board's
view that a bank holding company experiencing earnings weaknesses should not pay
cash dividends that exceed its net income or that could only be funded in ways
that weaken the bank holding company's financial health, such as by borrowing.
Furthermore, the Comptroller has the authority to prohibit the payment of
dividends by a national bank when it determines such payment to be an unsafe and
unsound banking practice.
CAPITAL ADEQUACY
Under the Federal Reserve Board's risk-based capital guidelines applicable
to the Corporation, the minimum ratio of capital to risk-weighted assets
(including certain off-balance sheet items, such as standby letters of credit)
is 8%. To be considered a "well capitalized" bank under the guidelines, a bank
must have a total risk-based capital ratio in excess of 10%. At December 31,
1996, all of the Corporation's then existing subsidiary banks, which, effective
June 2, 1997, were consolidated into SouthTrust Bank, were considered "well
capitalized." Under these guidelines, at least half of the total capital is to
be comprised of common equity, retained earnings and a limited amount of
perpetual preferred stock, after subtracting certain intangibles, and certain
other adjustments ("Tier 1 capital"). The remainder may consist of perpetual
debt, mandatory convertible debt securities, a limited amount of subordinated
debt, other preferred stock not qualifying for Tier 1 capital and a limited
amount of loan loss reserves ("Tier 2 capital"). SouthTrust Bank is subject to
similar capital requirements adopted by the Comptroller. In addition, the
Federal Reserve Board, the Comptroller and the FDIC have adopted a minimum
leverage ratio (Tier 1 capital to adjusted quarter average assets) of 3%.
Generally, banking organizations are expected to operate well above the minimum
required capital level of 3% unless they meet certain specified criteria,
including that they have the highest regulatory ratings. Most banking
organizations are required to maintain a leverage ratio of 3% plus an additional
cushion of at least 1% to 2%. The guidelines also provide that banking
organizations experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance upon intangible assets. On
September 30, 1997,
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<PAGE> 14
the Corporation had a Tier 1 capital ratio of 7.37%, a total risk-based capital
ratio of 11.38% and a leverage ratio of 6.14%.
Failure to meet capital guidelines could subject a banking institution to a
variety of enforcement remedies available to federal regulatory authorities,
including the termination of deposit insurance by the FDIC, issuance of a
capital directive, a prohibition on the taking of brokered deposits and certain
other restrictions on its business.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") substantially revised the depositary institution regulatory and
funding provisions of the Federal Deposit Insurance Act as well as several other
federal banking statutes. Among other things, FDICIA requires the federal
banking regulators to take prompt corrective action in respect of depositary
institutions that do not meet minimum capital requirements. FDICIA establishes
five capital tiers: "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." A depository institution is well capitalized if it
significantly exceeds the minimum level required by regulation for each relevant
capital measure, is adequately capitalized if it meets each such measure, is
undercapitalized if it fails to meet any such measure, is significantly
undercapitalized if it is significantly below such measure and is critically
undercapitalized if it fails to meet any critical capital level set forth in
applicable regulations. The critically undercapitalized level occurs where
tangible equity is less than 2% of total tangible assets or less than 65% of the
minimum leverage ratio to be prescribed by regulation (except to the extent that
2% would be higher than such 65% level). A depository institution may be deemed
to be in a capitalization category that is lower than is indicated by its actual
capital position if it receives an unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions became subject to
restrictions on borrowing from the Federal Reserve System, effective as of
December 19, 1993. In addition, undercapitalized depository institutions are
subject to growth limitations and are required to submit capital restoration
plans. A depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5% of the depository institution's
assets at the time it becomes undercapitalized or the amount of the capital
deficiency when the institution fails to comply with the plan. The federal
banking agencies may not accept a capital plan without determining, among other
things, that the plan is based on realistic assumptions and is likely to succeed
in restoring the depository institution's capital. If a depository institution
fails to submit an acceptable plan, it is treated as if it is significantly
undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized depository institutions are subject to appointment of a
receiver or conservator.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support.
THE RIEGLE-NEAL INTERSTATE BANKING AND BRANCHING EFFICIENCY ACT
In September 1994, the Interstate Banking Act became law. The Interstate
Banking Act provides that as of September 29, 1995, adequately capitalized and
managed bank holding companies are permitted to acquire banks in any state.
State laws prohibiting interstate banking or discriminating against out-of-state
banks were preempted as of the effective date, although states were permitted to
require that target banks located within the state be in existence for a period
of up to five years before such bank may be subject to the Interstate Banking
Act. The Interstate Banking Act establishes deposit caps which prohibit
acquisitions that would result in the acquirer controlling 30% or more of the
deposits of insured banks and thrifts held in the state in which the acquisition
or merger is occurring or in any state in which the target maintains a branch or
10% or
6
<PAGE> 15
more of the deposits nationwide. State-level deposit caps are not preempted as
long as they do not discriminate against out-of-state acquirers, and the federal
deposit caps apply only to initial entry acquisitions.
In addition, the Interstate Banking Act provides that as of June 1, 1997,
adequately capitalized and managed banks may engage in interstate branching by
merging banks in different states and allowing banks to maintain branches in
states other than the states where they maintain their principal place of
business. Acting pursuant to this authorization, the Corporation, effective June
2, 1997, consolidated all of its then existing banking subsidiaries into its
largest banking subsidiary and changed the subsidiary's name to SouthTrust Bank,
National Association.
Proposals to change the laws and regulations governing the banking industry
are frequently introduced in Congress, in the state legislatures and before the
various bank regulatory agencies. The likelihood and timing of any such changes
and the impact such changes might have on the Corporation and its subsidiaries,
however, cannot be determined at this time.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
applicable Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any applicable Prospectus Supplement (the "Offered Debt
Securities") and the extent, if any, to which such general provisions may apply
to the Debt Securities so offered will be described in the Prospectus Supplement
relating to such Offered Debt Securities.
The Senior Securities will be issued under an Indenture (the "Senior
Indenture") between the Corporation and a Trustee to be named in any applicable
Prospectus Supplement (the "Senior Debt Trustee"). The Subordinated Securities
will be issued under an Indenture (the "Subordinated Indenture") between the
Corporation and a Trustee to be named in any applicable Prospectus Supplement
(the "Subordinated Debt Trustee"). Copies of the forms of Senior Indenture and
the Subordinated Indenture (collectively, the "Indentures") are filed as
exhibits to this Registration Statement.
The following summaries of the Debt Securities and the Indentures do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Indentures, including the
applicable definitions therein of certain terms used in this Prospectus. All
capitalized terms not defined in this Prospectus shall have the definitions
ascribed to them in the Indentures.
GENERAL
The Debt Securities will be direct, unsecured obligations of the
Corporation. The Indentures do not limit the amount of Debt Securities that may
be issued thereunder and provide that Debt Securities may be issued thereunder
from time to time in one or more series. The amount of Debt Securities that may
be offered and sold pursuant to this Prospectus, however, is limited to the
aggregate initial offering price of the securities registered under the
Registration Statement of which this Prospectus forms a part.
Any applicable Prospectus Supplement will describe the following terms of
the Offered Debt Securities: (l) the title of the Offered Debt Securities; (2)
any limit on the aggregate principal amount of the Offered Debt Securities; (3)
the date or dates on which the Offered Debt Securities may be issued and are or
will be payable; (4) the rate or rates per annum (which may be fixed or
variable) at which the Offered Debt Securities will bear interest, if any, or
the method by which such rate or rates shall be determined, and the date or
dates from which such interest, if any, will accrue; (5) the date or dates on
which such interest, if any, on the Offered Debt Securities will be payable and
the Regular Record Dates for any such Interest Payment Dates, and the extent to
which, or the manner in which, any interest payable on a temporary or permanent
global Debt Security ("Global Notes") on an Interest Payment Date will be paid
if other than in the manner described under the heading "-- Global
Notes -- Issuance of Global Notes" below; (6) each office or agency where,
subject to the terms of the relevant Indenture as described below under "Payment
and Paying Agents," the principal of, and premium, if any, and any interest on
the Offered Debt Securities will be payable and each office or agency where,
subject to the terms of the relevant Indenture as described below under
"-- Denomi-
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<PAGE> 16
nations, Registration and Transfer", the Offered Debt Securities may be
presented for registration of transfer or exchange and, if applicable,
conversion; (7) the period or periods within which, the price or prices at
which, and the terms and conditions upon which the Offered Debt Securities may
be redeemed at the option of the Corporation; (8) the obligation or option, if
any, of the Corporation to redeem, to repay or purchase the Offered Debt
Securities pursuant to any sinking fund or similar provisions or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which and the terms and conditions upon which the Offered Debt Securities
will be redeemed, repaid or purchased pursuant to any such obligation; (9)
whether the Offered Debt Securities are to be issued with original issue
discount within the meaning of Section 1273(a) of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations thereunder and the amount of
such discount; (10) provisions, if any, for the defeasance of the Offered Debt
Securities; (11) whether the Offered Debt Securities are to be issued as
Registered Securities or Bearer Securities, or both, and if Bearer Securities
are issued, whether Coupons will be attached thereto, whether Bearer Securities
may be exchanged for Registered Securities and the circumstances and places for
such exchange, if permitted, and any United States tax consequences to foreign
investors in Offered Debt Securities; (12) whether the Offered Debt Securities
are to be issued in whole or in part in the form of one or more temporary or
permanent Global Notes in registered or bearer form and, if so, the identity of
the depositary, if any, for such Global Note or Notes; (13) any provisions for
payment of additional amounts for taxes, and any provisions for redemption in
the event the Corporation must comply with reporting requirements in respect of
an Offered Debt Security other than a Floating Rate Security ("Affected
Security") or must pay such additional amounts in respect of any Offered Debt
Security; (14) if other than in U.S. Dollars, the Foreign Currency or Currencies
in which the Debt Securities may be denominated and the principal of, and
premium, if any, and any interest on the Offered Debt Securities shall or may be
paid and, if applicable, whether at the election of the Corporation and/or the
Holder, and the conditions and manner of determining the exchange rate or rates;
(15) any index used to determine the amount of payment of principal of and
premium, if any, and any interest on the Offered Debt Securities; (16) the
applicable Overdue Rate, if any; (17) any addition to, or modification or
deletion of, any Events of Default or covenants provided for with respect to the
Offered Debt Securities; (18) the priority of payment of such Offered Debt
Securities; and (19) any other detailed terms and provisions of the Offered Debt
Securities which are not inconsistent with the relevant Indenture. Any
applicable Prospectus Supplement will also describe any special provisions for
the payment of additional amounts with respect to the Offered Debt Securities
and terms relevant to Offered Debt Securities denominated in a currency other
than U.S. Dollars.
Debt Securities may be issued as Discount Securities to be sold at a
substantial discount below their principal amount. Discount Securities mean any
Debt Securities issued with an "original issue discount" within the meaning of
Section 1273(a) of the Code and the regulations thereunder. Special United
States income tax and other considerations applicable to Discount Securities
will be described in any applicable Prospectus Supplement relating thereto.
Discount Securities may provide for the declaration of acceleration of the
Maturity of an amount less than the principal amount thereof upon the occurrence
of an Event of Default and the continuation thereof.
DENOMINATIONS, REGISTRATION AND TRANSFER
Each Debt Security may be denominated in U.S. Dollars or in other
currencies, European Currency Units ("ECU") or other composite currencies (the
"Specified Currency"), all as set forth in any applicable Prospectus Supplement.
See "-- Currency Risks."
Debt Securities of a series may be issuable as Registered Securities, as
Bearer Securities with or without Coupons attached or as both Registered
Securities and Bearer Securities. Debt Securities of a series may be issuable in
whole or in part in the form of one or more Global Notes, as described below
under "Global Notes." Unless otherwise provided in an applicable Prospectus
Supplement with respect to a series of Debt Securities, the Debt Securities will
be issuable as Registered Securities without Coupons and in denominations (a) if
denominated in U.S. Dollars, of $1,000 or any integral multiple thereof, or (b)
if denominated in a Specified Currency other than U.S. Dollars, as set forth in
the applicable Prospectus Supplement. One or
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<PAGE> 17
more Global Notes may be issued in a denomination or aggregate denominations
equal to the aggregate principal amount of Outstanding Debt Securities of the
series to be represented by such Global Note or Notes.
In connection with the sale during the restricted period (referred to under
"Limitations on Issuance of Bearer Securities"), no Bearer Security may be
mailed or otherwise delivered to any location in the United States (as defined
under "Limitations on Issuance of Bearer Securities") and a Bearer Security may
be delivered only if the Person entitled to receive such Bearer Security
furnishes written certification, in the form required by the applicable
Indenture, to the effect that such Bearer Security is not owned by or on behalf
of a U.S. Person (as defined under "Limitations on Issuance of Bearer
Securities"), or, if a beneficial interest in such Bearer Security is owned by
or on behalf of a U.S. Person, that such U.S. Person (i) acquired and holds such
Bearer Securities through a foreign branch of a financial institution, (ii) is a
financial institution purchasing for its own accounts and, in the case of either
(i) or (ii), such financial institution agrees to comply with the requirements
of Section 165(j) (3)(A), (B) or (C) of the Code and the regulations thereunder,
or (iii) is a financial institution purchasing for resale during the restricted
period only to non-U.S. Persons outside the United States. See "-- Global
Notes -- Bearer Debt Securities" and "Limitations on Issuance of Bearer
Securities."
Registered Securities of any series (other than a Global Note) will be
exchangeable for other Registered Securities of the same series and a like
aggregate principal amount and tenor of different authorized denominations. In
addition, if so provided in any applicable Prospectus Supplement, Bearer
Securities of any series which are registrable as to principal and interest may,
at the option of the Holder and subject to the terms of the applicable
Indenture, be exchangeable into Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor. Any
Bearer Security surrendered for exchange shall be surrendered with all unmatured
Coupons and all matured Coupons in default except that any Bearer Security
surrendered in exchange for a Registered Security between a Regular Record Date
or a Special Record Date and the relevant date for payment of interest shall be
surrendered without the Coupon relating to such date for payment of interest and
interest will not be payable in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such Coupon when due in accordance with the terms of the applicable Indenture.
Except as provided in an applicable Prospectus Supplement, Bearer Securities
will not be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than Global Notes) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of the Security Registrar or co-Security Registrar
designated by the Corporation for such purpose with respect to any series of
Debt Securities and referred to in an applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the applicable Indenture. Such transfer or exchange will be
effected upon the Security Registrar or co-Security Registrar being satisfied
with the documents of title and identity of the person making the request. The
Corporation has appointed the Senior Debt Trustee and the Subordinated Debt
Trustee (the Senior Debt Trustee and the Subordinated Debt Trustee are herein
collectively referred to as the "Trustees") as Security Registrars in respect of
Debt Securities issued under the Senior Indenture and the Subordinated Indenture
respectively.
CURRENCY RISKS
Debt Securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation, the possibility of
significant fluctuations in the foreign currency markets, the imposition or
modification of foreign exchange controls and potential illiquidity. These risks
will vary depending upon the Currency or Currencies involved and will be more
fully described in any applicable Prospectus Supplement.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in any applicable Prospectus Supplement, payment
of principal of, and premium, if any, and any interest on Bearer Securities will
be payable, subject to any applicable laws and
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<PAGE> 18
regulations, at the offices of such Paying Agent or Paying Agents outside the
United States as the Corporation may designate from time to time. Unless
otherwise indicated in any applicable Prospectus Supplement, payment of interest
on Bearer Securities on any Interest Payment Date will be made only against
surrender of the Coupon relating to such Interest Payment Date. No payment with
respect to any Bearer Security will be made at any office or agency of the
Corporation in the United States or by check mailed to any address in the United
States or by transfer to an account maintained in the United States. Payments
will not be made in respect of Bearer Securities or Coupons pursuant to
presentation to the Corporation or its designated Paying Agents within the
United States or the making of any other demand for payment to the Corporation
or its designated Paying Agents within the United States. Notwithstanding the
foregoing, payment of principal of, and premium, if any, and interest on Bearer
Securities denominated and payable in U.S. Dollars will be made at the office of
the Corporation's Paying Agent in The City of New York if (but only if) payment
of the full amount thereof in U.S. Dollars at all offices or agencies outside
the United States is illegal or effectively precluded by exchange controls or
other similar restrictions.
Unless otherwise indicated in any applicable Prospectus Supplement, payment
of principal of, and premium, if any, and any interest on Registered Securities
will be made at the office of such Paying Agent or Paying Agents as the
Corporation may designate from time to time, except that at the option of the
Corporation payment of any interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account maintained by the
Person entitled thereto. Unless otherwise indicated in any applicable Prospectus
Supplement, payment of any installment of interest on Registered Securities will
be made to the Person in whose name such Registered Security is registered at
the close of business on the Regular Record Date for such interest.
Unless otherwise indicated in any applicable Prospectus Supplement, the
relevant Trustee will act as the Corporation's sole Paying Agent through its
principal office in The City of New York, with respect to Offered Debt
Securities which are issuable solely as Registered Securities. Any Paying Agents
outside the United States and other Paying Agents in the United States initially
designated by the Corporation for the Offered Debt Securities will be named in
any applicable Prospectus Supplement. The Corporation may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except that,
if Debt Securities of a series are issuable only as Registered Securities, the
Corporation will be required to maintain a Paying Agent in each Place of Payment
for such series and, if Debt Securities of a series may be issuable as Bearer
Securities, the Corporation will be required to maintain (i) a Paying Agent in
The City of New York for payments with respect to any Registered Securities of
the series (and for payments with respect to Bearer Securities of the series in
the circumstances described above, but not otherwise), and (ii) a Paying Agent
in a Place of Payment located outside the United States where Debt Securities of
such series and any Coupons appertaining thereto may be presented and
surrendered for payment; provided that if the Debt Securities of such series are
listed on The Stock Exchange of the United Kingdom and the Republic of Ireland
or the Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Corporation will
maintain a Paying Agent in London or Luxembourg or any other required city
located outside the United States, as the case may be, for the Debt Securities
of such series.
All monies paid by the Corporation to the Trustees or a Paying Agent for
the payment of principal of, and premium, if any, and any interest on any Debt
Securities which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to the
Corporation and the Holder of such Debt Securities or any Coupon will thereafter
look only to the Corporation for payment thereof.
GLOBAL NOTES
Issuance of Global Notes
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Notes that will be deposited with or on behalf of a
depositary located in the United States or a common depositary
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<PAGE> 19
located outside the United States identified in any applicable Prospectus
Supplement relating to such series. Global Notes may be issued in either
registered or bearer form and in either temporary or permanent form.
The specific terms of the depositary arrangement with respect to any
Offered Debt Securities of a series will be described in any applicable
Prospectus Supplement relating to such series. The Corporation anticipates that
the following provision will apply to all depositary arrangements pertaining to
bearer form Global Notes. For depositary arrangements pertaining to registered
notes, see "Book-Entry Only Issuance of Offered Securities."
Bearer Debt Securities
Unless otherwise specified in any applicable Prospectus Supplement, all
Bearer Securities of a series initially will be issued in the form of a single
temporary Global Note, to be deposited with a common depositary in London for
the operator of the Euroclear System ("Euroclear Operator") or Cedel Bank,
societe anonyme ("Cedel Bank"), for credit to the designated accounts.
Commencing 40 days after the issue date of a temporary Global Note, the Debt
Securities represented by such temporary Global Note will be exchangeable for
definitive Debt Securities or for interests in a permanent Global Note, without
interest Coupons, representing Debt Securities having the same interest rate and
Stated Maturity but in each such case only upon written certification in the
form and to the effect described above under "-- Denominations, Registration and
Transfer." The beneficial owner of a Debt Security represented by a temporary
Global Note or a permanent Global Note, on or after the applicable exchange date
and upon 30 days' notice to the relevant Trustee given through the Euroclear
Operator or Cedel Bank, may exchange its interest for definitive Bearer
Securities or definitive Registered Securities of any authorized denomination.
No Bearer Security delivered in exchange for a portion of a temporary Global
Note or a permanent Global Note shall be mailed or otherwise delivered to any
location in the United States in connection with such exchange.
Unless otherwise specified in any applicable Prospectus Supplement,
interest in respect of any portion of a temporary Global Note payable in respect
of an Interest Payment Date occurring prior to the date on which Debt Securities
represented by such temporary Global Note are exchangeable for definitive Debt
Securities or for interests in a permanent Global Note will be paid to each of
the Euroclear Operator and Cedel Bank with respect to the portion of the
temporary Global Note held for its account. Each of the Euroclear Operator and
Cedel Bank, will undertake in such circumstances to credit such interest
received by it in respect of a temporary Global Note to the respective accounts
for which it holds such temporary Global Note only upon receipt in each case of
written certification in the form and to the effect described above under
"-- Denominations, Registration and Transfer."
LIMITATIONS ON THE CORPORATION AND CERTAIN SUBSIDIARIES
The Indentures prohibit the sale, assignment, transfer or other disposition
of any shares of, or securities convertible into, or options, warrants or rights
to subscribe for or purchase shares of, Voting Stock of a Major Constituent
Bank, and further prohibits a Major Constituent Bank from issuing any shares of,
or securities convertible into, or options, warrants or rights to subscribe for
or purchase shares of, such Voting Stock, if, after giving effect to the
transaction and to the issuance of the maximum number of shares of Voting Stock
issuable upon all such convertible securities, options, warrants or rights, the
Major Constituent Bank would cease to be a Controlled Subsidiary, as provided in
the Indentures. The Indentures further prohibit the merger or consolidation of
any Major Constituent Bank with or into any other corporation, or the other
disposition of all or substantially all of its properties and assets to any
Person, if, after giving effect to such transaction, its successor in the merger
or consolidation, or the person that acquires all or substantially all of its
assets or properties will become a Controlled Subsidiary; provided, however,
that the Corporation may sell, assign, transfer or otherwise dispose of any
shares of, or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of, Voting Stock of a Major Constituent Bank,
(i) in compliance with an order of a court or regulatory authority of competent
jurisdiction; or (ii) where the proceeds, if any, from such sale, assignment or
disposition are, within a reasonable period of time, invested in any Controlled
Subsidiary engaged in the banking business or any other business in which bank
holding companies may legally engage,
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pursuant to an understanding or agreement in principle reached at the time of
such sale, assignment or disposition.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the
Corporation and will rank pari passu with all outstanding, unsecured, senior
indebtedness of the Corporation.
EVENTS OF DEFAULT
The following are Events of Default under the Senior Indenture with respect
to Senior Securities of any series: (a) default in the payment of any interest
on any Senior Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; (b) default in the payment
of the principal of or any premium on any Senior Security of such series at its
maturity; (c) default in the deposit of any sinking fund payment, when and as
due by the terms of any Senior Security of that series; (d) failure of the
Corporation, subject to the terms of the Indenture, to perform any other
covenant of the Corporation in the Senior Indenture unless the Holders of a
majority in principal of outstanding Senior Securities waives compliance with
such covenant; (e) default in the performance, or breach, of any covenant or
warranty of the Corporation (other than a covenant included in such Indenture
solely for the benefit of a series of Debt Securities other than that series),
and continuance of such default or breach for 90 days after written notice as
provided in such Indenture; (f) certain events involving bankruptcy, insolvency
or reorganization of the Corporation or a Major Constituent Bank whether
voluntary or involuntary; (g) indebtedness for borrowed money of the Corporation
or any Major Constituent Bank in excess of $5,000,000 (whether such indebtedness
now exists or is hereafter created) is not paid at final maturity or becomes or
is declared due and payable prior to the date or dates on which such
indebtedness would otherwise have become due and payable as a result of the
occurrence of one or more events of default as defined in any mortgages,
indentures, or instruments under which such indebtedness may have been issued or
by which such indebtedness may have been secured ("acceleration"), and such
failure at final maturity to pay or acceleration or accelerations, as the case
may be, shall not be rescinded, annulled, or cured prior to the expiration of 30
days after the date such failure to pay at final maturity or acceleration or
accelerations occurred; and (h) any other event of default provided for with
respect to Debt Securities of that series.
If any Event of Default (other than an Event of Default specified in clause
(f) above) occurs and is continuing with respect to Senior Securities of any
series at the time outstanding, either the Senior Debt Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series may declare the principal amount (or, if the Debt Securities of that
series are Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of that series
to be due and payable immediately in the Currency in which such Senior
Securities are denominated. If an Event of Default specified in clause (f) above
occurs, such principal amount shall become immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder. At any
time after a declaration of acceleration with respect to Senior Securities of
any series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in aggregate principal amount of
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration.
The Senior Indenture provides that upon the occurrence of an Event of
Default specified in items (a), (b) or (c) above, the Corporation will, upon
demand of the Senior Debt Trustee, pay to the Senior Debt Trustee, for the
benefit of the Holder of any such Senior Security, the whole amount then due and
payable on such Senior Securities or matured Coupons for principal, premium, if
any, and interest. The Senior Indenture further provides that if the Corporation
fails to pay such amount forthwith upon such demand, the Senior Debt Trustee
may, among other things, institute a judicial proceeding for the collection
thereof.
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SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of the
Corporation and will rank pari passu with all outstanding, unsecured,
subordinated indebtedness of the Corporation.
Subordination
The Subordinated Securities will be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to all Senior
Indebtedness (as defined below) of the Corporation. In the event that the
Corporation shall default in the payment of any principal of or interest on any
Senior Indebtedness when the same becomes due and payable, whether at maturity
or at a date fixed for prepayment or by declaration or otherwise, then, unless
and until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) will be made or agreed to be made for principal of or interest on
the Subordinated Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Subordinated Securities. "Senior
Indebtedness" means (i) any obligation of the Corporation to its creditors
whether now outstanding or subsequently incurred, as to which, in the creating
instrument, it is provided that such obligation is Senior Indebtedness, (ii) the
Corporation's 8 5/8% Subordinated Notes due May 15, 2004, (iii) the
Corporation's 7% Debentures due May 15, 2003, and (iv) the Corporation's 7 5/8%
Subordinated Notes due May 1, 2004.
In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Corporation, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding up of the Corporation, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by the Corporation for the benefit of creditors or (iv) any
other marshalling of the assets of the Corporation, all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) will be paid in full before any payment or distribution, whether in
cash, securities or other property, is made on account of the principal of or
interest on the Subordinated Securities. In such event, any payment or
distribution on account of the principal of or interest on the Subordinated
Securities, whether in cash, securities or other property (other than securities
of the Corporation or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
Subordinated Securities, to the payment of all Senior Indebtedness at the time
outstanding, and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for the
subordination provisions) be payable or deliverable in respect of the
Subordinated Securities, will be paid or delivered directly to the holders of
Senior Indebtedness in accordance with the priorities then existing among such
holders until all Senior Indebtedness (including any interest thereon accruing
after the commencement of any such proceedings) has been paid in full. If any
payment or distribution on account of the principal of or interest on the
Subordinated Securities of any character or any security, whether in cash,
securities or other property (other than securities of the Corporation or any
other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Subordinated Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by any Holder of any Subordinated Securities in
contravention of any of the terms of the Subordinated Indenture and before all
the Senior Indebtedness shall have been paid in full, such payment or
distribution or security will be received in trust for the benefit of, and will
be paid over or delivered and transferred to, the holders of the Senior
Indebtedness at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness in full. In the event of any such proceeding, after payment in full
of all sums owing with respect to Senior Indebtedness, the Holders of
Subordinated Securities, together with the holders of any obligations of the
Corporation ranking on a parity with the Subordinated Securities, will be
entitled to be repaid from the remaining assets of the Corporation the amounts
at that time due and owing on account of unpaid principal of or any premium and
interest on the Subordinated Securities and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on
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account of any capital stock or obligations of the Corporation ranking junior to
the Subordinated Securities and such other obligations. By reason of such
subordination, in the event of the insolvency of the Corporation, holders of
Senior Indebtedness may receive more, ratably, and Holders of the Subordinated
Securities having a claim pursuant to such Subordinated Securities may receive
less, ratably, than the other creditors of the Corporation. Such subordination
will not prevent the occurrence of an Event of Default in respect of the
Subordinated Securities. See "-- Events of Default and Limited Rights of
Acceleration" for limitations on the right of acceleration.
Events of Default and Limited Rights of Acceleration
The Subordinated Indenture defines an Event of Default as being certain
events involving the bankruptcy, insolvency or reorganization of the Corporation
and, if specified in the resolution adopted by the Board of Directors with
respect to a series, certain other events. If an Event of Default occurs and is
continuing, either the Subordinated Debt Trustee or the Holders of at least 25%
in aggregate principal amount of the Outstanding Subordinated Securities of that
series (or, if the Subordinated Securities of that series are Discount
Securities, such portion of the principal amount as may be specified in the
terms of the series) may declare the principal amount of all the Subordinated
Securities of that series to be due and payable immediately in the Currency in
which such Subordinated Securities are denominated. The foregoing provision
would be subject as to enforcement to the broad equity powers of a federal
bankruptcy court and to the determination by that court of the nature of the
rights of the Holders of the Subordinated Securities. At any time after a
declaration of acceleration with respect to the Subordinated Securities has been
made, but before a judgment or decree based on acceleration has been obtained,
the Holders of a majority in aggregate principal amount of outstanding
Subordinated Securities may, under certain circumstances, rescind and annul such
acceleration.
Any applicable Prospectus Supplement relating to a series of Subordinated
Securities may provide for a right of acceleration of the payment of principal
of the Subordinated Securities, or certain series thereof, upon a default in the
payment of principal or interest or in the performance of any covenant or
agreement in the Subordinated Securities or Subordinated Indenture. If not so
provided, in the event of a default in the payment of principal or accrued
interest or the performance of any covenant or agreement in the Subordinated
Securities or Subordinated Indenture, the Subordinated Debt Trustee may, subject
to certain limitations and conditions, seek to enforce payment of such principal
or accrued interest or the performance of such covenant or agreement.
MISCELLANEOUS RIGHTS AND OBLIGATIONS OF TRUSTEES
The Indentures provide that, subject to the duty of the Trustees during
default to act with the required standard of care, the respective Trustee will
be under no obligation to exercise any of its rights or powers under the
relevant Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to such Trustee reasonable security or indemnity
against costs, expenses and liabilities which might be incurred by such Trustee.
Subject to such provisions for the indemnification of the Trustees, the Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the relevant Trustee, or
exercising any trust or power conferred on such Trustee, with respect to the
Debt Securities of that series.
The Corporation is required to furnish the Trustees annually with a
statement as to the performance by the Corporation of certain of its obligations
under the relevant Indentures and as to any default in such performance and to
file with the relevant Trustee written notice of the occurrence of any default
or Event of Default within ten business days of the Corporation becoming aware
of such default or Event of Default.
MODIFICATION AND WAIVER
Modifications of and amendments to an Indenture may be made by the
Corporation and the relevant Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding
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Debt Securities of each series affected by such modification or amendment voting
separately; provided, however, that no such modification or amendment may,
without the consent of the Holder of each Outstanding Debt Security affected
thereby, (a) change the Stated Maturity of the principal of, or any installment
of principal or interest on, any Debt Security, (b) reduce the principal amount
of, or any premium or interest on, any Debt Security, (c) reduce the amount of
principal of a Discount Security payable upon acceleration of the Maturity
thereof, (d) change the Currency in which principal of, or any premium or
interest on, any Debt Security is denominated or payable, (e) adversely affect
the right of repayment or repurchase, if any, at the option of the Holder, (f)
reduce the amount of or postpone the date fixed for any payment under any
sinking fund or similar provisions, (g) impair the right to institute suit for
the enforcement of any payment on or with respect to any Debt Security, (h)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series, the consent of whose Holders is required for modification or amendment
of the relevant Indenture or for waiver of compliance with certain provisions of
such Indenture or for waiver of certain defaults, (i) limit the obligation of
the Corporation to maintain a paying agency outside the United States for Bearer
Securities, (j) limit the obligation of the Corporation to redeem an Affected
Security, or (k) modify the provisions of an Indenture relating to the
modification of the Indenture, or the circumstances under which the Holders may
waive past defaults by and certain covenants of the Corporation.
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of each series may, on behalf of all Holders of Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with certain covenants of the relevant Indenture
and any Event of Default resulting in acceleration of such Debt Securities in
specified circumstances. The Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of each series may, on behalf of all Holders
of Debt Securities of that series, waive any past default under the relevant
Indenture with respect to Debt Securities of that series, except a default, (i)
in the payment of principal, premium, if any, or interest or in the payment of
any sinking fund installment or analogous obligation, or (ii) in respect of a
covenant or provision that cannot be modified or amended without the consent of
the Holders of each Outstanding Debt Security affected thereby.
The Corporation may, with the consent of its Board of Directors and the
Trustee, change the terms of an Indenture through an indenture supplement
without the consent of any Holders only for the following purposes: (i) to
evidence the succession of another corporation to the Corporation and the
assumption by any such successor of the covenants of the Corporation under the
relevant Indenture; (ii) to add to the covenants of the Corporation for the
benefit of the Holders or to surrender any right or power herein conferred upon
the Corporation; (iii) to add any additional Events of Default; (iv) to add to
or change any of the provisions of the relevant Indenture to facilitate the
issuance of Debt Securities in bearer form; (v) to change or eliminate any of
the relevant Indenture's provisions, provided that there are no Debt Securities
outstanding which are entitled to the benefit of such provision; (vi) to secure
the Debt Securities; (vii) to supplement any of the provisions of the relevant
Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Debt Securities provided that any such
action shall not adversely affect the interests of the Holders of Debt
Securities of such series or any other series of Debt Securities; (viii) to
establish the form or terms of the Debt Securities and Coupons, if any, as
permitted by the relevant Indenture; (ix) to evidence and provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under the relevant Indenture by more than one
Trustee; (x) to make any modifications, amendments or supplements to any
provisions herein which modifications, amendments or supplements are required
pursuant to any amendment of the Trust Indenture Act of 1939 enacted, or any of
the rules promulgated thereunder, after the date hereof; and (xi) to cure any
ambiguity, any defect or any inconsistent provision, provided such action shall
not adversely affect the Holders' interests in any material respect.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Both Indentures provide that the Corporation shall not consolidate with or
merge into any other corporation or convey, transfer or lease its properties and
assets substantially to any Person, and shall not permit any person to
consolidate with or merge into the Corporation or convey, transfer or lease its
properties
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and assets substantially to the Corporation, unless (i) the corporation into
which the Corporation is merged or consolidation or to which substantially all
of the Corporation's assets or properties are conveyed, transferred or leased,
or the corporation resulting from such merger or consolidation, expressly
assumes the payment of the principal (and premium, if any) and interest on all
the Debt Securities and the performance of every covenant of the Indentures;
(ii) no Event of Default, and no event which after notice of lapse of time, or
both, would become an Event of Default, shall happen or be continuing upon the
occurrence of such transaction; (iii) the Corporation formed by such
consolidation or into which the Corporation shall have been merged or the Person
to which such sale, lease or other disposition shall have been made is a banking
institution or a bank holding company subject to Federal or State authority; and
(iv) the Corporation delivers to the respective Trustee an Officers' Certificate
and an Opinion of Counsel stating that the consolidation, merger, conveyance,
transfer or lease required in connection with such transaction, and the
supplemental indenture, if any, complies with the Indentures and all conditions
precedent have been complied with.
DEFEASANCE
If so specified in any applicable Prospectus Supplement with respect to the
Offered Debt Securities of any series, the Corporation, at its option, (i) will
be discharged from any and all obligations in respect of the Offered Debt
Securities of such series (except for certain obligations to register the
transfer or exchange of Offered Debt Securities of such series, to replace
stolen, lost or mutilated Offered Debt Securities of such series, to maintain
paying agencies and to hold moneys for payment in trust) or (ii) will not be
subject to provisions of the relevant Indenture concerning limitations upon the
disposition of Voting Stock of Major Constituent Banks, and the consolidation,
merger and sale of assets in each case if the Corporation deposits with the
relevant Trustee, in trust, money or U.S. Government Obligations which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay all the principal,
premium, if any, and interest on the Offered Debt Securities of such series on
the dates such payments are due in accordance with the terms of such Offered
Debt Securities. To exercise either such option, the Corporation is required,
among other things, to deliver to the relevant Trustee an opinion of counsel to
the effect that (1) the Corporation has received from or there has been
published by the United States Internal Revenue Service a ruling to the effect
that the deposit and related defeasance would not cause the Holders of the
Offered Debt Securities of such series to recognize income, gain or loss for
United States income tax purposes and (2) if the Offered Debt Securities of such
series are then listed on any national securities exchange, such Offered Debt
Securities would not be delisted from such exchange as a result of the exercise
of such option. Notwithstanding the foregoing, no discharge or defeasance
described above shall affect the obligations, if applicable, of the Corporation
with respect to the conversion of Debt Securities of a given series into Common
Stock.
NOTICES
Except as otherwise provided in the Indentures, notices to Holders of
Bearer Securities will be given by publication at least twice in a daily
newspaper in The City of New York and, if Debt Securities of such series are
then listed on The Stock Exchange of the United Kingdom and the Republic of
Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, in a daily
newspaper in London or Luxembourg or any other required city located outside the
United States, as the case may be, or, if not practicable, elsewhere in Europe.
Notices to Holders of Registered Securities will be given by mail to the address
of such Holders as they appear in the Security Register.
GOVERNING LAW
The Indentures, the Offered Securities and the Coupons, if any, will be
governed by, and construed in accordance with, the laws of the State of New
York. A judgment for money damages awarded by courts in the United States,
including a money judgment based on an obligation expressed in a Foreign
Currency, ordinarily will be rendered only in U.S. Dollars.
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REGARDING THE TRUSTEES
The Corporation and certain subsidiaries from time to time may borrow from
the Trustees, maintain deposit accounts and conduct other banking transactions
with them in the ordinary course of their business.
U.S. FEDERAL TAXATION
The Prospectus Supplement will contain a brief summary of the relevant
United States federal income taxation laws applicable to the Offered Debt
Securities.
DESCRIPTION OF CAPITAL STOCK
The following summaries of the Preferred Stock and the Common Stock do not
purport to be complete and are subject to and qualified in their entirety by
reference to the applicable provisions of the Delaware General Corporation Law
and the Company's Restated Certificate of Incorporation, including the
Certificate of Designations describing the Series A Junior Participating
Preferred Stock, and the Corporation's Restated Bylaws.
The authorized capital stock of the Corporation consists of 300,000,000
shares of Common Stock, and 5,000,000 shares of Preferred Stock. As of September
30, 1997, 99,793,613 shares of Common Stock were issued and outstanding and no
shares of Preferred Stock were outstanding. As of December 31, 1996, 6,514,374
shares of Common Stock were reserved for issuance pursuant to employee benefit
plans of the Corporation. In addition, 500,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock were reserved for
issuance upon the exercise of certain rights described below under
"-- Stockholders' Rights Plan."
Since the Corporation is a holding company, the right of the Corporation,
and hence the right of creditors and stockholders of the Corporation, to
participate in any distribution of assets of any subsidiary (including
SouthTrust Bank) upon its liquidation or reorganization or otherwise necessarily
is subject to the prior claims of creditors of the subsidiary, except to the
extent that claims of the Corporation itself as a creditor of the subsidiary may
be recognized.
DESCRIPTION OF PREFERRED STOCK
The following descriptions of the terms of the Preferred Stock sets forth
certain general items and provisions of the Preferred Stock to which any
applicable Prospectus Supplement may relate. The specific terms of any series of
the Preferred Stock offered by any applicable Prospectus Supplement will be
described in any applicable Prospectus Supplement relating to such series of the
Preferred Stock. If so indicated in any applicable Prospectus Supplement, the
terms of any such series may differ from the terms set forth below. The
description of certain provisions of the Preferred Stock set forth below and in
any applicable Prospectus Supplement does not purport to be complete and is
subject to and qualified in its entirety by reference to the Certificate of
Designations relating to each series of the Preferred Stock which will be filed
with the Commission.
General
Under the Corporation's Restated Certificate of Incorporation, the Board of
Directors is authorized without further stockholder action to provide for the
issuance of up to 5,000,000 shares of Preferred Stock, in one or more series, by
adoption of a resolution or resolutions providing for the issuance of such
series and determining the relative rights and preferences of the shares of any
such series with respect to the rate of dividend, call provisions, payments on
liquidation, sinking fund provisions, conversion privileges and voting rights
and whether the shares shall be cumulative, noncumulative or partially
cumulative. The holders of the Preferred Stock would not have any preemptive
right to subscribe for any shares issued by the Corporation. It is not possible
to state the actual effect of the authorization and issuance of Preferred Stock
upon the rights of holders of the Common Stock unless and until the Board of
Directors determines the price and specific rights of the holders of a series of
the Preferred Stock. Such effects might include, however, (i) restrictions on
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dividends on the Common Stock if dividends on Preferred Stock have not been
paid; (ii) dilution of the voting power of the Common Stock to the extent that
the Preferred Stock has voting rights, or that any Preferred Stock series is
convertible into Common Stock; (iii) dilution of the equity interest of the
Common Stock unless the Preferred Stock is redeemed by the Corporation; and (iv)
the Common Stock not being entitled to share in the Corporation's assets upon
liquidation until satisfaction of any liquidation preference granted the
Preferred Stock. While the ability of the Corporation to issue Preferred Stock
is, in the judgment of the Corporation's Board of Directors, desirable in order
to provide flexibility in connection with possible acquisitions and other
corporate purposes, its issuance could impede an attempt by a third party to
acquire a majority of the outstanding voting stock of the Corporation.
In connection with the adoption of the Stockholder's Rights Plan described
below, the Corporation's Board of Directors designated 500,000 shares of the
Corporation's authorized but unissued Preferred Stock as Series A Junior
Participating Stock (which has been previously referred to as the "Series A
Preferred Stock"). The terms of the Series A Preferred Stock are such that one
share of Series A Preferred Stock will be approximately equivalent in terms of
dividend and voting rights to 100 shares of Common Stock. No shares of Series A
Preferred Stock have been issued as of the date of the Prospectus.
DESCRIPTION OF COMMON STOCK
Dividend Rights
Subject to any prior rights of any Preferred Stock of the Corporation
outstanding, holders of the Common Stock are entitled to dividends when, as and
if declared by the Board of Directors out of funds legally available therefor.
Under Delaware law, the Corporation may pay dividends out of surplus (whether
capital surplus or earned surplus) or net profits for the fiscal year in which
declared or for the preceding fiscal year, even if its surplus accounts are in a
deficit position. The sources of funds for payment of dividends by the
Corporation are its subsidiaries. The Corporation's primary subsidiary is a bank
and therefore, payments made by such subsidiary to the Corporation are limited
by law and regulations of the bank regulatory authorities. See "Regulatory
Matters."
Voting Rights and Other Matters
The holders of the Common Stock are entitled to one vote per share on all
matters brought before the stockholders. The holders of the Common Stock do not
have the right to cumulate their shares of Common Stock in the election of
directors. The Restated Certificate of Incorporation of the Corporation provides
that in the event of a transaction or a series of transactions with an
Interested Stockholder (generally defined as a holder of more than 10% of the
voting stock of the Corporation or an affiliate of such a holder) pursuant to
which the Corporation would be merged into or with another corporation or
securities of the Corporation would be issued in a transaction which would
permit control of the Corporation to pass to another entity, or similar
transactions having the same effect, approval of such transactions requires the
vote of the holders of 70% of the voting power of the outstanding voting
securities of the Corporation, except in cases in which either certain price
criteria and procedural requirements are satisfied or the transaction is
recommended to the stockholders by a majority of the members of the Board of
Directors who are unaffiliated with the Interested Stockholder and who were
directors before the Interested Stockholder became an Interested Stockholder.
The Common Stock does not have any conversion rights, nor are there any
redemption or sinking fund provisions applicable thereto. Holders of Common
Stock are not entitled to any preemptive rights.
Liquidation Rights
In the event of liquidation, holders of the Common Stock will be entitled
to receive pro rata any assets distributable to stockholders with respect to the
shares held by them, after payment of indebtedness and such preferential amounts
as may be required to be paid to the holders of any Preferred Stock hereafter
issued by the Corporation.
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Provisions with Respect to Board of Directors
The Restated Certificate of Incorporation of the Corporation provides that
the members of the Board of Directors are divided into three classes as nearly
equal in number as possible. Each class is elected for a three-year term. At
each Annual Meeting of Stockholders, roughly one-third of the members of the
Board of Directors will be elected for a three-year term. The other directors
will remain in office until their three year terms expire. Therefore, control of
the Board of Directors cannot be changed in one year, and at least two annual
meetings must be held before a majority of the members of the Board of Directors
can be changed.
Special Vote Requirements for Certain Amendments to Restated Certificate of
Incorporation
The General Corporation Law of the State of Delaware and the Restated
Certificate of Incorporation and Bylaws of the Corporation provide that a
director, or the entire Board of Directors, may be removed by the stockholders
only for cause. The Restated Certificate of Incorporation and Bylaws of the
Corporation also provide that the affirmative vote of the holders of at least
70% of the voting power of the outstanding capital stock entitled to vote for
the election of directors is required to remove a director or the entire Board
of Directors from office. Certain portions of the Restated Certificate of
Incorporation of the Corporation described in certain of the preceding
paragraphs, including those related to business combinations and the classified
Board of Directors, may be amended only by the affirmative vote of the holders
of 70% of the outstanding voting stock of the Corporation.
Possible Effect of Special Provisions
Certain of the provisions contained in the Restated Certificate of
Incorporation and Bylaws of the Corporation described above have the effect of
making it more difficult to change the Board of Directors, and may make the
Board of Directors less responsive to stockholder control. These provisions also
may tend to discourage attempts by third parties to acquire the Corporation,
and, as a result, may adversely affect the price that a potential purchaser
would be willing to pay for the capital stock of the Corporation, thereby
reducing the amount a stockholder might realize in, for example, a tender offer
for the capital stock of the Corporation.
Stockholders' Rights Plan
On February 22, 1989, the Board of Directors of the Company by resolution
declared a dividend to holders of Common Stock of record on March 6, 1989 (the
"Record Date") of one right (a "Right" and collectively, the "Rights") for, and
to be attached to, each share of Common Stock outstanding on the Record Date.
Each Right entitles the holder thereof to purchase from the Corporation one
one-hundredth of a share of Preferred Stock designated as the Series A Junior
Participating Preferred Stock ("Series A Preferred Stock") at a purchase price
of $75.00 (the "Purchase Price"). Such resolutions also provide that as long as
the Rights are attached to shares of Common Stock as provided in the Rights
Agreement referred to below, the appropriate number of Rights shall be issued
with each share of Common Stock issued after March 6, 1989. The number of Rights
attached to or to be issued with each share of Common Stock of the Corporation
as well as the redemption price for each such Right, were appropriately
decreased as a result of a three-for-two stock split effected by the Corporation
on January 24, 1992, and a three-for-two stock split effected by the Corporation
on May 19, 1993. Accordingly, at the present time four-ninths of a Right is
attached to each share of Common Stock of the Corporation.
The Rights will expire on February 22, 1999, unless redeemed earlier, and
will not be exercisable or transferable separately from the shares of Common
Stock until the close of business on the Distribution Date, which will occur on
the earlier of (i) the tenth day following a public announcement that a person
(an "Acquiring Person") or any associate or affiliate of an Acquiring Person has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Stock of the Corporation (the "Stock Acquisition
Date"); or (ii) the tenth day following commencement of a tender or exchange
offer which would result in the ownership of 20% or more of the outstanding
Common Stock of the Corporation; or (iii) the tenth day after the Board of
Directors declares, upon a determination by at least a majority of the
Corporation's independent directors, that a person, alone or with affiliates and
associates (an "Adverse
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<PAGE> 28
Person"), has become the beneficial owner of a substantial amount (not to be
less than 10%) of outstanding Common Stock of the Corporation and that such
person's ownership either is intended to cause the Corporation to take action
adverse to its long-term interests or may cause a material adverse impact on the
Corporation to the detriment of the Corporation's Stockholders.
In the event that (i) the Board of Directors determines that a person is an
Adverse Person; (ii) the Corporation is the surviving corporation in a merger
with an Acquiring Person and the Corporation's Common Stock remains outstanding
and unchanged and is not exchanged for securities of the Acquiring Person or
other property; (iii) an Acquiring Person receives a financial benefit or
advantage, through certain self-dealing transactions involving the Corporation,
greater than that received by other stockholders of the Corporation or that
which would have resulted from arms-length negotiations; (iv) a person becomes
the beneficial owner of 30% or more of the outstanding Common Stock of the
Corporation (except pursuant to a "Fair Offer" as determined by the independent
directors); or (v) while there is an Acquiring Person, an event involving the
Corporation or any of its subsidiaries occurs which results in the Acquiring
Person's proportionate ownership interest being increased by more than 1%, each
holder of a Right will have the right to receive, upon payment of the Purchase
Price, in lieu of Series A Preferred Stock, a number of shares of Common Stock
(or, in certain circumstances, cash or other property) having a value equal to
twice the Purchase Price. Rights are not exercisable following the occurrence of
any of the events set forth in this paragraph until the expiration of the period
during which the Rights may be redeemed by the Corporation as described below.
Notwithstanding the foregoing, after the occurrence of any of the events set
forth in this paragraph, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by an Acquiring Person or an Adverse Person
will be null and void.
Unless the Rights are redeemed earlier, if, after the Distribution Date,
the Corporation is acquired in a merger or other business combination in which
the Corporation is not the surviving corporation or in which the Common Stock of
the Corporation is changed into or exchanged for securities of any other person
or other property (other than a merger which follows a Fair Offer) or 50% or
more of the assets or earning power of the Corporation and its subsidiaries
(taken as a whole) are sold or transferred, the Rights Agreement provides that
each holder of record of a Right will from and after the time have the right to
receive, upon payment of the Purchase Price, that number of shares of common
stock of the acquiring company which has value equal to twice the Purchase
Price.
At any time until ten days following the Stock Acquisition Date (subject to
certain provisions requiring action by a majority of the Disinterested
Directors, as defined in the Rights Agreement), the Corporation may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. Prior to the
Distribution Date, the Corporation may, except with respect to the Purchase
Price, the redemption price or the date of expiration of the Rights, amend the
Rights in any manner. At any time after the Distribution Date, the Corporation
may amend the Rights in any manner that does not adversely affect the interest
of holders of the Rights as such.
The Rights have certain anti-takeover effects and may adversely affect a
third party's attempt to acquire the Corporation. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Corporation. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of the Corporation since, among
other things, the Board of Directors may, at its option, under certain
circumstances, redeem all but not less than all of the then outstanding Rights
at $.01 per Right.
The foregoing description of the Rights and the Series A Preferred Stock
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement (the "Rights Agreement") between the Corporation and Mellon
Bank, N.A. (now known as ChaseMellon Shareholder Services LLC), as Rights Agent,
a copy of which is filed as an exhibit to the Registration Statement of which
this Prospectus forms a part, and the Certificate of Designation for the Series
A Preferred Stock.
Transfer Agent
The transfer agent for the Common Stock is ChaseMellon Shareholder Services
LLC.
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BOOK-ENTRY ONLY ISSUANCE OF OFFERED SECURITIES
Unless otherwise specified in any applicable Prospectus Supplement, Offered
Securities which are to be issued in book-entry only form will be represented by
one or more global securities (each a "Global Security") held through The
Depository Trust Company ("DTC") or its nominee (in the United States), or
through Cedel Bank or Euroclear (abroad), Offered Securities held through DTC
will be registered in the name of Cede & Co., as nominee of DTC. Cedel Bank and
Euroclear will hold omnibus positions on behalf of Cedel Bank Participants (as
defined below) and Euroclear Participants (as defined below), respectively,
through customers' securities accounts in Cedel Bank's and Euroclear's names,
respectively, on the books of their respective depositaries, which in turn, will
hold such positions on the books of DTC.
Under the book-entry system of DTC, purchases of Offered Securities must be
made by or through institutions that have accounts with DTC or its nominee
("Participants") or persons that may hold interests through Participants
("Indirect Participants"). Upon the issuance and deposit of a Global Security,
DTC will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Offered Securities represented by such
Global Security to the accounts of Participants as designated by the
underwriters or by the Corporation if such Offered Securities are offered by the
Corporation. The ownership of beneficial interests in such Global Security will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by DTC or its nominee (with respect to interests of
Participants) and the records of Participants (with respect to interests of
Indirect Participants) and Indirect Participants. So long as DTC, or its
nominee, is the registered holder of a Global Security, DTC or its nominee will
be considered the sole owner or holder of the Offered Securities represented by
such Global Security. Except as provided below, owners of beneficial interests
in a Global Security will not be entitled to have Offered Securities registered
in their names, will not receive or be entitled to receive physical delivery of
such Offered Securities in certificated form and will not be considered the
owners or holders thereof. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such transfer restrictions and such laws may impair the
ability to own, transfer or pledge beneficial interests in a Global Security.
DTC has advised the Corporation as follows: DTC is a limited-purpose trust
company organized under New York law, a "banking organization" within the
meaning of New York law, a member of the Federal Reserve system, a "clearing
corporation" within the meaning of the Uniform Commercial Code as in effect in
the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act, as amended. DTC was created to
hold securities deposited by its Participants and to facilitate the clearance
and settlement of securities transactions among Participants in such securities
through electronic computerized book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's direct Participants include securities brokers and dealers
(including the underwriters), banks (including certain subsidiaries of the
Corporation), trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) have ownership
interests in DTC. DTC is owned by a number of its Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the NASD.
Indirect access to DTC's book-entry system is also available to Indirect
Participants, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly. The rules applicable to DTC and its Participants are on file with
the Commission.
To facilitate subsequent transfers, all securities deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
securities with DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual beneficial
owners of securities deposited with it such as the Offered Securities; DTC's
records reflect only the identity of the Participants to whose accounts such
securities are credited, which may or may not be the beneficial owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers. Conveyance of notices and other communications by DTC
to Participants, by Participants to Indirect Participants and by Participants
and Indirect Participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time. Neither DTC nor Cede & Co. will consent or vote with
respect to securities held by DTC. Under its usual
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procedures, DTC mails an omnibus proxy to an issuer as soon as possible after
the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting
rights to those Participants to whose accounts the securities are credited on
the record date (identified in a listing attached to the omnibus proxy).
DTC can act only on behalf of Participants, who in turn act on behalf of
Indirect Participants. Owners of beneficial interests in a Global Security that
are not Participants or Indirect Participants but desire to purchase, sell or
otherwise transfer ownership of such interests may do so only through
Participants and Indirect Participants. In addition, the ability of owners of
beneficial interests in a Global Security to pledge such interests to persons or
entities that do not participate in the DTC system may be limited due to the
lack of certificates for the Offered Securities.
Transfers between Cedel Bank Participants and Euroclear Participants will
occur in the ordinary way in accordance with their applicable rules and
operating procedures.
Cross-market transfers between persons holding securities directly or
indirectly through DTC in the United States, on the one hand, and directly or
indirectly through Cedel Bank Participants or Euroclear Participants, on the
other, will be effected by DTC in accordance with DTC rules on behalf of the
relevant European international clearing system by its depositary; however, such
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
depositary to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to DTC. Cedel
Bank Participants and Euroclear Participants may not deliver instructions
directly to the depositaries.
Because of time-zone differences, credits for securities in Cedel Bank or
Euroclear as a result of a transaction with a DTC Participant will be made
during the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in such
securities settled during such processing will be reported to the relevant Cedel
Bank Participant or Euroclear Participant on such business day. Cash received in
Cedel Bank or Euroclear as a result of sales of securities by or through a Cedel
Bank Participant or a Euroclear Participant to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant Cedel Bank or Euroclear cash account only as of the business day
following settlement in DTC.
Cedel Bank is incorporated under the laws of Luxembourg as a professional
depository. Cedel Bank holds securities for its participating organizations
("Cedel Bank Participants") and facilitates the clearance and settlement of
securities transactions between Cedel Bank Participants through electronic
book-entry changes in accounts of Cedel Bank Participants, thereby eliminating
the need for physical movement of certificates. Transactions may be settled by
Cedel Bank in any of 28 currencies, including United States dollars. Cedel Bank
provides to its Cedel Bank Participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Cedel Bank interfaces with
domestic markets in several countries. As a professional depository, Cedel Bank
is subject to regulation by the Luxembourg Monetary Institute. Cedel Bank
Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include one or more of the
underwriters of the Offered Securities. Indirect access to Cedel Bank is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Cedel Bank
Participant, either directly or indirectly.
The Euroclear System (the "Euroclear System") was created in 1968 to hold
securities for participants of the Euroclear System ("Euroclear Participants")
and to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, thereby eliminating
the need for physical movement of certificates and any risk from lack of
simultaneous transfers of securities and cash. Transactions may now be settled
in any of 32 currencies, including United States dollars. The Euroclear System
includes various other services, including securities lending and borrowing and
interfaces with
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domestic markets in several countries generally similar to the arrangements for
cross-market transfers with DTC described above. The Euroclear System is
operated by the Euroclear Operator, under contract with Euroclear Clearance
System, S.C., a Belgian cooperative corporation (the "Cooperative"). All
operations are conducted by the Euroclear Operator, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator, not the Cooperative. The Cooperative establishes policy for the
Euroclear System on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include one or more of the
underwriters of the Offered Securities. Indirect access to the Euroclear System
is also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Brussels branch of a New York banking
corporation which is a member bank of the Federal Reserve system. As such, it is
regulated and examined by the Federal Reserve Board and the New York State
Banking Department, as well as the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within the Euroclear System, withdrawal of
securities and cash from the Euroclear System, and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific certificates
to specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear Participants and has no record
of or relationship with persons holding through Euroclear Participants.
Distributions with respect to the Offered Securities held through Cedel
Bank or Euroclear will be credited to the cash accounts of Cedel Bank
Participants or Euroclear Participants in accordance with the relevant system's
rules and procedures, to the extent received by its depositary. Such
distributions will be subject to tax reporting in accordance with relevant
United States tax laws and regulations. United States federal income tax
consequences to foreign investors will be further discussed in an applicable
Prospectus Supplement. Cedel Bank or the Euroclear Operator, as the case may be,
will take any other action permitted to be taken by a holder of the Offered
Securities on behalf of a Cedel Bank Participant or a Euroclear Participant only
in accordance with its relevant rules and procedures and subject to its
depositary's ability to effect such actions on its behalf through DTC.
Although DTC, Cedel Bank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of the Offered Securities among
participants of DTC, Cedel Bank and Euroclear, they are under no obligation to
perform or continue to perform such procedures and such procedures may be
discontinued at any time.
Except as otherwise provided herein, the holder of a Global Security shall
be the only person entitled to receive payments with respect to Offered
Securities represented by such Global Security. Accordingly, payments of
principal of, premium, if any, and any interest on Offered Securities
represented by a Global Security will be made only to DTC or its nominee, as the
case may be, as the registered holder of the Global Security representing such
Offered Securities. The Corporation expects that, upon receipt of any payment of
principal, premium or interest in respect of a Global Security, DTC will credit
Participants' accounts in accordance with their respective holdings with respect
to a Global Security as shown on DTC's records. The Corporation also expects
that payments by Participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name." Such
instructions will be the responsibility of such Participant and not of DTC, the
underwriters, the Corporation or the Trustees; subject to any statutory or
regulatory requirements as may be in effect from time to time. The Corporation
will in every case be discharged by payment to, or to the order of, DTC or its
nominee as the holder of such Global Security, of the amount so paid. Each of
the persons shown in the records of DTC or its nominee as an owner of a
beneficial interest therein must look solely to DTC or its nominee, as the case
may be, for its share of any such payment so made by the Corporation. None
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of the Corporation, the Trustees, any Paying Agent, the Security Registrar or
transfer agent for the Offered Securities will have any responsibility or
liability for any aspect if the records relating to or payments made on account
of owners of beneficial interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial interests.
Although DTC has agreed to the foregoing procedure in order to facilitate
transfers of beneficial interests in Global Securities among its Participants,
it is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time.
A Global Security may not be transferred except as a whole by DTC for such
Global Security to or among a nominee or successor. If DTC is at any time
unwilling, unable or ineligible to continue as a depositary and a successor
depositary is not appointed by the Corporation within 90 days, the Corporation
will issue registered Offered Securities in certificated form in exchange for
beneficial interest in each Global Security. In addition, the Corporation may at
any time and in its sole discretion determine not to have Offered Securities
represented by Global Securities and, in such event, will issue registered
Offered Securities in certificated form in exchange for beneficial interests in
Global Securities. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in certificated form of an
Offered Security or Offered Securities equal in liquidation amount to such
beneficial interest and to have such Offered Security or Offered Securities
registered in its name.
In the event that the Offered Securities are issued in certificated form,
the Trustees, if applicable, will appoint a paying and transfer agent in
Luxembourg at whose office such Offered Securities in certificated form may be
presented for payment and/or transfer for so long as they are outstanding. The
paying and transfer agent that is expected to be appointed in such circumstances
is: Banque Generale du Luxembourg, 14 rue Aldringen, L2951 Luxembourg. In
addition, upon redemption of the Offered Securities, such Offered Securities in
certificated form may be presented for payment at the offices of such paying and
transfer agent in Luxembourg up to two years after the date of redemption of the
Offered Securities. If Offered Securities in certificated form are issued,
notices to holders of the Offered Securities will also be given by mail to the
addresses of such holders as they appear on the security register.
Any notices required to be given to holders of the Offered Securities will
be given to DTC or its nominee, as the registered holder of the Offered
Securities, and by publication in a daily newspaper in Luxembourg, which is
expected to be the Luxemburger Wort. Until such time as any Offered Securities
are issued in certificated form, there may be substituted for publication in
such newspaper the delivery of the relevant notice to Euroclear and Cedel Bank
for communication to their Participants except that, so long as the Offered
Securities are listed on the Luxembourg Stock exchange and the rules of the
Luxembourg Stock Exchange so require, notices will also be published in the
Luxemburger Wort. Any such notice to Euroclear and Cedel Bank shall be deemed to
have been given to their Participants on the seventh day after the day on which
the said notice was given to Euroclear and Cedel Bank.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered or sold during the restricted period (as defined
in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations,
which is generally the first 40 days after the closing date, and with respect to
unsold allotments, until sold) or delivered in connection with a sale during the
restricted period, directly or indirectly, in the United States or to U.S.
Persons other than to foreign branches of United States financial institutions
(as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v))
purchasing for their own account or for resale during the restricted period,
which institutions agree in writing to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code, and the regulations thereunder. A sale of
Bearer Securities may be made during the restricted period to a U.S. Person who
acquired and holds the Bearer Security through a foreign branch of the United
States financial institution that agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) and the regulations thereunder. Any
underwriters, agents and dealers participating in the offering of Debt
Securities, directly or indirectly, must agree that they
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will not offer or sell, directly or indirectly, any Bearer Securities in the
United States or to U.S. Persons (other than the financial institutions
described above).
Bearer Securities (other than temporary global securities) and any Coupons
which may be detached therefrom will bear a legend substantially to the
following effect: "Any U.S. Person who holds this obligation will be subject to
limitations under the United States income tax laws, including the limitations
provided in Sections 165(j) and 1287(a) of the Internal Revenue Code." The
sections referred to in such legend provide that a U.S. Person (other than a
United States Financial Institution described above or a U.S. Person holding
through such a financial institution) who holds Bearer Securities or Coupons
appertaining thereto will not be allowed to deduct any loss realized on Bearer
Securities and any gain (which might otherwise be characterized as capital gain)
recognized on any sale or disposition (including the receipt of principal) of
such Bearer Securities will be treated as ordinary income.
Purchasers of Bearer Securities also may be affected by certain limitations
under United States tax laws which will be described in an applicable Prospectus
Supplement.
PLAN OF DISTRIBUTION
The Corporation may sell the Offered Securities being offered hereby in one
or more of the following ways: through underwriters or dealers, through agents
or directly to one or more purchasers. The applicable Prospectus Supplement will
set forth the terms of the offering of the Offered Securities to which such
Prospectus Supplement relates, including the name or names of any underwriters
or agents with whom the Corporation has entered into arrangements with respect
to the sale of such Offered Securities, the public offering or purchase price of
such Offered Securities and the net proceeds to the Corporation from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any discounts and commissions allowed or paid to dealers, if any,
any commissions allowed or paid to agents, and the securities exchanges, if any,
on which the Offered Securities will be listed. Dealer trading may take place in
the Offered Securities, including Offered Securities not listed on any
securities exchange.
The Offered Securities may be purchased to be re-offered to the public
through underwriting syndicates led by one or more managing underwriters, or
through one or more underwriters. The underwriter or underwriters with respect
to an underwritten offering of the Offered Securities will be named in any
applicable Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will be
set forth on the cover page of any applicable Prospectus Supplement. Unless
otherwise set forth in any applicable Prospectus Supplement, the obligations of
the underwriters to purchase the Offered Securities will be subject to certain
conditions precedent, and each of the underwriters with respect to a sale of the
Offered Securities will be obligated to purchase all of its allocated Offered
Securities if any are purchased. Any initial public offering price and any
discount or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Offered Securities may be offered and sold by the Corporation, directly or
through agents designated by the Corporation from time to time, which agents may
be affiliates of the Corporation. Any agent involved in the offer and sale of
the Offered Securities in respect of which this Prospectus is being delivered
will be named, and any commissions payable by the Corporation to such agent will
be set forth, in any applicable Prospectus Supplement. If sold through agents,
the Offered Securities may be sold from time to time by means of ordinary
brokers' transactions, block transactions, "fixed price offerings" or any
combination of such offerings at the prevailing market prices at the time of
sale or in negotiated sales. Unless otherwise indicated in any applicable
Prospectus Supplement, any such agent will be acting on a reasonable effort
basis for the period of its appointment.
If so indicated in the applicable Prospectus Supplement, the Corporation
may authorize underwriters, dealers or agents to solicit offers by certain
institutions to purchase Offered Securities from the Corporation at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts ("Delayed Delivery Contracts") providing for payment and
delivery on the date or dates stated in the Prospectus Supplement. Each Delayed
Delivery Contract will be for an amount of Offered Securities not less than and,
unless the Corporation otherwise agrees, the aggregate amount of Offered
Securities sold pursuant to Delayed Delivery Contracts shall be not more than
the respective minimum and maximum amounts stated
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in the Prospectus Supplement. The obligations of the purchaser under any Delayed
Delivery Contract to pay for and take delivery of Offered Securities will not be
subject to any conditions except that (i) the purchase of Offered Securities by
such institution shall not at the time of delivery be prohibited under the laws
of the jurisdiction to which such institution is subject; and (ii) any related
sale of Offered Securities to underwriters shall have occurred. A commission set
forth in the Prospectus Supplement will be paid to underwriters soliciting
purchases of Offered Securities pursuant to Delayed Delivery Contracts accepted
by the Corporation. The underwriters will not have any responsibility in respect
of the validity or performance of Delayed Delivery Contracts.
The Debt Securities and Preferred Stock will be new issues of securities
with no established trading market. Any underwriters to whom such Debt
Securities or Preferred Stock are sold by the Corporation for public offering
and sale may make a market in such Debt Securities or Preferred Stock, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any Offered Securities.
Any underwriter or agent participating in the distribution of the Offered
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the Offered Securities so offered and sold and any discounts
or commissions received by them from the Corporation and any profit realized by
them on the sale or resale of the Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act or to be the
contribution with respect to payments which the underwriters or agents may be
required to make in respect thereof.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with the Corporation, to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
Securities Act or to contribution with respect to payments which the
underwriters or agents may be required to make in respect thereof.
LEGAL OPINIONS
The legality of the Offered Securities being offered hereby will be passed
upon for the Corporation by Bradley Arant Rose & White LLP, Birmingham, Alabama,
and, for the underwriters by Stroock & Stroock & Lavan LLP, New York, New York.
As of September 30, 1997, the partners and associates of Bradley Arant Rose &
White LLP beneficially owned approximately 2,035,000 shares of Common Stock of
the Corporation.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries incorporated by reference in this Prospectus and elsewhere in this
Registration Statement to the extent and for the periods indicated in their
reports have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
26
<PAGE> 35
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT OFFERING
THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN ON THE FRONT OF THE APPLICABLE
DOCUMENT. OUR AFFILIATES, INCLUDING SOUTHTRUST SECURITIES INC., WILL DELIVER
THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS FOR OFFERS AND SALES IN
THE SECONDARY MARKET.
$50,000,000
(SOUTHTRUST CORP.LOGO)
8% SUBORDINATED NOTES DUE 2014
----------------------
PROSPECTUS SUPPLEMENT
----------------------
MERRILL LYNCH & CO.
SOUTHTRUST SECURITIES INC.
J. C. BRADFORD & CO.
THE ROBINSON-HUMPHREY COMPANY
SALOMON SMITH BARNEY
SEPTEMBER 1, 1999
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<PAGE> 36
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
SOUTHTRUST CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of principal executive offices) (Zip Code)
------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 37
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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<PAGE> 38
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 2nd day
of September, 1999.
THE CHASE MANHATTAN BANK
By /s/ T.J. Foley
----------------------------
T.J. Foley
Vice President
-3-
<PAGE> 39
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................... $ 15,364
Interest-bearing balances ............................ 3,811
Securities:
Held to maturity securities ............................... 1,084
Available for sale securities ............................. 49,894
Federal funds sold and securities purchased under
agreements to resell ................................. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income ............. $131,839
Less: Allowance for loan and lease losses ............ 2,642
Less: Allocated transfer risk reserve ................ 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................... 129,197
Trading Assets ............................................ 45,483
Premises and fixed assets (including capitalized
leases) .............................................. 3,124
Other real estate owned ................................... 242
Investments in unconsolidated subsidiaries and
associated companies ................................. 171
Customers' liability to this bank on acceptances
outstanding .......................................... 974
Intangible assets ......................................... 2,017
Other assets .............................................. 12,477
--------
TOTAL ASSETS .............................................. $291,476
========
</TABLE>
- 4 -
<PAGE> 40
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ..................................... $102,273
Noninterest-bearing ..................................... $ 39,135
Interest-bearing ........................................ 63,138
In foreign offices, Edge and Agreement,
subsidiaries and IBF's .................................. 74,586
Noninterest-bearing ..................................... $ 4,221
Interest-bearing ........................................ 70,365
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 41,039
Demand notes issued to the U.S. Treasury ..................... 1,000
Trading liabilities .......................................... 32,929
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 4,353
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 92
Bank's liability on acceptances executed and outstanding ..... 974
Subordinated notes and debentures ............................ 5,427
Other liabilities ............................................ 9,684
TOTAL LIABILITIES ............................................ 272,371
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) ..... 11,016
Undivided profits and capital reserves ....................... 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (179)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 17
TOTAL EQUITY CAPITAL ......................................... 19,105
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $291,476
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us, and
to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
