<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 5, 1998
(DATE OF EARLIEST EVENT REPORTED)
THOMAS & BETTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Tennessee 1-4682
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
22-1326940
(IRS EMPLOYER IDENTIFICATION NO.)
8155 T&B Boulevard
Memphis, Tennessee 38125
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(901) 252-7766
<PAGE>
ITEM 5. OTHER EVENTS
On February 5, 1998, Thomas & Betts Corporation (the "Registrant")
announced by the press release attached as Exhibit 20.1 to this report, and
incorporated herein by reference, its earnings for fiscal year 1997.
The following documents are being filed in connection with, and
incorporated by reference in, the Registrant's Registration Statement on Form
S-3 No. 33-44153, which was declared effective on January 7, 1992.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
12 Computation of Ratio of Earnings to Fixed Charges
20.1 Registrant's press release dated February 5, 1998
23.1 Consent of KPMG Peat Marwick LLP, independent public
accountants
23.2 Consent of Deloitte & Touche LLP, independent public
accountants
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THOMAS & BETTS CORPORATION
(Registrant)
By: /s/ JERRY KRONENBERG
------------------------------------
Title: Vice President-General Counsel
Date: February 10, 1998
3
<PAGE>
Exhibit Index
Exhibit Description of Exhibit
- ------- ----------------------
12 Computation of Ratio of Earnings to Fixed Charges
20.1 Registrant's press release dated February 5, 1998
23.1 Consent of KPMG Peat Marwick LLP, independent public accountants
23.2 Consent of Deloitte & Touche LLP, independent public accountants
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of The Chase Manhattan Bank
4
<PAGE>
EXHIBIT 12
THOMAS & BETTS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
For The Years Ended
------------------------------------------------------------------------------
December 28, December 29, December 31, January 1, January 2, December 31,
1997 1996 1995 1995 1994 1992
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earnings from continuing
operations before income taxes $ 224,436 $ 90,878 $ 128,930 $ 40,194 $ 83,542 $ 62,738
Add:
Interest on indebtedness 51,131 49,410 32,474 31,064 34,840 38,410
Amortization of debt expense 610 1,335 1,496 1,373 1,231 2,564
Portion of rents representative
of the interest factor 11,612 11,399 10,766 9,766 9,266 8,421
Deduct:
Interest capitalized and
undistributed earnings from
less than 50% owned persons (13,909) (8,642) (2,848) (1,863) - -
--------- -------- -------- -------- --------- ---------
Earnings as adjusted $ 273,880 $ 144,380 $ 170,818 $ 80,534 $ 128,879 $ 112,133
--------- -------- -------- -------- --------- ---------
Fixed Charges:
Interest on indebtedness $ 51,131 $ 49,410 $ 32,474 $ 31,064 $ 34,840 $ 38,410
Amortization of debt expense 610 1,335 1,496 1,373 1,231 2,564
Portion of rents representative
of the interest factor 11,612 11,399 10,766 9,766 9,266 8,421
--------- -------- -------- -------- --------- ---------
Total fixed charges $ 63,353 $ 62,144 $ 44,736 $ 42,203 $ 45,337 $ 49,395
--------- -------- -------- -------- --------- ---------
--------- -------- -------- -------- --------- ---------
Ratio of earnings to fixed charges 4.3x 2.3x 3.8x 1.9x 2.8x 2.3x
--------- -------- -------- -------- --------- ---------
--------- -------- -------- -------- --------- ---------
</TABLE>
<PAGE>
RELEASE IMMEDIATELY
Contact: Renee Johansen
901-252-5962
Randy Baker
901-527-8000
Fourth Quarter and 1997 Earnings are Best Ever
Memphis, Tenn., February 5, 1998 Thomas & Betts Corporation (NYSE:TNB) today
reported its highest ever quarterly and annual earnings. Fourth-quarter 1997
net earnings of $45.9 million rose 32% over results for the prior-year period,
excluding special charges of $65.6 million after taxes in 1996's quarter. Annual
net earnings climbed to $154.9 million, 23% over 1996 net earnings excluding
special charges.
The discussion of earnings per share in this release focuses on basic
earnings per share (EPS), consistent with the company's past presentation of
simple EPS and its belief that analysts' earnings estimates for Thomas &
Betts were made on that same basis. Basic EPS is more comparable to the
previously reported simple EPS for Thomas & Betts.
Basic EPS for the fourth quarter 1997 was $0.84, an increase of 27% from
fourth-quarter 1996 basic EPS of $0.66, if 1996 special charges of $1.23 per
share are excluded. Basic EPS for full-year 1997 rose 20%, to $2.83, from
1996 basic EPS of $2.36 excluding special charges.
Sales for the fourth quarter increased 6% to $532.6 million from $504.0
million in the prior-year quarter, before special charges. Thomas & Betts
had record sales of $2,114.7 million for 1997, topping 1996's $1,987.6
million (excluding special charges) by 6%. Excluding $10.6 million and $26.9
million of negative impacts of currency translations in the fourth quarter
and year, respectively, sales would have been 8% higher than the same periods
of 1996.
Fourth-quarter operating income as a percentage of sales rose to 13.9%,
versus an operating margin of 12.1% in 1996's quarter if special charges are
excluded from that quarter's operating expenses. The full-year operating
margin was 12.3%, compared with an operating margin of 11.1% in 1996
(excluding special charges).
"Clearly 1997 was a successful year for Thomas & Betts. Earnings each
quarter set records," said Clyde R. Moore, president and chief executive
officer. "The sales growth of our Electrical segment not only exceeded that
of the markets into which we sell, but our own aggressive targets," Moore
continued. "We took a number of steps last year to position the company for
continued margin improvement, including the quick integration of Augat's
operations into our company, and the realignment of the combined European
operations of the two companies. The results of those programs were apparent
in the two-percentage-point improvement in our gross margin in 1997's fourth
quarter versus the quarter a year ago."
"We also addressed our strategies in cable television and automotive
electronics, two markets in which Augat enhanced our presence, and put plans
in place during 1997 that should enable Thomas & Betts to improve its share
in those markets going forward. Those actions, together with our continued
efforts to lower costs, place us in position for even greater success in 1998
and beyond."
Following similar strong performances in the first three quarters
of 1997, sales of the Electrical Construction and Maintenance Components
segment grew 20% in the fourth quarter versus last year's quarter. Full-year
sales of that segment were 19% higher than the prior year. Solid economic
conditions in North America and greater market penetration of the company's
product offering
<PAGE>
resulted in a strong volume increase in that segment. Higher volume of
existing businesses accounted for well over one-half of sales growth for 1997
and an even greater portion of the fourth-quarter improvement. Several
product line acquisitions and more favorable pricing also contributed to the
1997 sales improvement.
Fourth-quarter sales of the Electronic/OEM Components segment declined 3%
from the prior-year period. Unfavorable foreign currency exchange shifts and a
planned automotive model phase-out reversed what would have been a 3% sales
increase for the quarter versus the prior-year period. For the quarter and year,
professional electronics sales growth of 4% mirrored the general market growth
rate. That gain was dampened by the previously mentioned model phase-out in
automotive electronics, reduced sales of cable TV components caused by delays in
cable installation projects and the impact of the discontinuation of certain
product lines in late 1996. Full-year 1997 sales for the segment decreased 1%
from 1996's level in U.S. dollar terms.
Fourth-quarter sales of core utility and mechanical products were up 6%
over the 1996 quarter as a result of solid gains in the heating business, as
well as in utility and telecommunications components. Those gains more than
offset decreased sales of steel structures that resulted from lower demand for
cellular communications towers and the absence of sales in the 1997 quarter of
low-margin contract-manufacturing volumes related to divested product lines.
Including the impact from the planned phase-outs of low-margin
contract-manufacturing volumes, total sales of the Other Products and Components
segment rose 2% compared with the prior-year quarter and 4% versus full-year
1996.
In compliance with the newly effective Statement of Financial Accounting
Standards No. 128 (SFAS 128), "Earnings Per Share," the company disclosed
earnings per share on both basic and diluted bases. Diluted EPS was $0.83
for the fourth quarter, compared with $0.65 for the 1996 period, excluding
special charges. Diluted EPS was $2.81 for 1997, versus $2.34 for 1996,
excluding special charges. Under the earlier accounting standard, Thomas &
Betts reported simple EPS, defined as net income divided by the average
number of shares outstanding during the quarter. The diluted EPS calculation
under SFAS 128 requires inclusion of employee options, which reduced the
company's fourth-quarter EPS by one cent and 1997 EPS by two cents. On a
schedule that follows, Thomas & Betts presents 1997 EPS by quarter as
reported on the simple basis and also under the primary and fully diluted
bases of the earlier accounting standard and the basic and diluted bases of
SFAS 128.
Thomas & Betts is a leading producer of connectors and components
for worldwide electrical and electronics markets. Visit Thomas & Betts on
the World Wide Web at www.tnb.com.
# # # #
<PAGE>
<TABLE>
<CAPTION>
THOMAS & BETTS CORPORATION
Consolidated Statement of Earnings
(In thousands except per share amounts)
Quarter Ended Dec 29, 1996
--------------------------
<S> <C> <C> <C> <C>
Quarter Ended Before Including
Dec 28, Special Special Special
1997 Charges Charges Charges
------------- -------- -------- ---------
NET SALES $532,557 $503,998 $ (2,412) $501,586
Costs and expenses:
Cost of sales 354,493 346,118 13,822 359,940
Marketing, general
and administrative 87,017 81,192 19,675 100,867
Research and development 12,338 11,764 - 11,764
Amortization of intangibles 4,448 3,911 - 3,911
Merger expenses - - 30,558 30,558
Provision for restructured
operations - - 24,501 24,501
-------- -------- -------- --------
Total expenses 458,296 442,985 88,556 531,541
Earnings (loss) from
operations 74,261 61,013 (90,968) (29,955)
Other expense-net 8,711 9,494 6,099 15,593
-------- -------- -------- --------
Earnings (loss) before income
taxes 65,550 51,519 (97,067) (45,548)
Income taxes 19,620 16,677 (31,426) (14,749)
-------- -------- -------- --------
Net Earnings (loss) $ 45,930 $ 34,842 $(65,641) $(30,799)
-------- -------- -------- --------
-------- -------- -------- --------
Net earnings (loss) per share
Basic $ 0.84 $ 0.66 $ (1.23) $ (0.57)
-------- -------- -------- --------
-------- -------- -------- --------
Diluted $ 0.83 $ 0.65 $ (1.22) $ (0.57)
-------- -------- -------- --------
-------- -------- -------- --------
Average shares outstanding
Basic 55,000 53,268 53,268
Diluted 55,342 53,864 53,268
</TABLE>
<PAGE>
THOMAS & BETTS CORPORATION
Consolidated Statement of Earnings
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Year Ended Dec 29, 1996
------------------------------
<S> <C> <C> <C> <C>
Year Ended Before Including
Dec 28, Special Special Special
1997 Charges Charges Charges
---------- ---------- -------- ----------
NET SALES $2,114,718 $1,987,557 $ (2,412) $1,985,145
Costs and expenses:
Cost of sales 1,440,303 1,384,209 13,822 1,398,031
Marketing, general
and administrative 346,046 319,449 19,675 339,124
Research and development 51,896 47,229 - 47,229
Amortization of intangibles 17,355 15,323 - 15,323
Merger expenses - - 30,558 30,558
Provision for restructured
operations - - 24,501 24,501
---------- ---------- -------- ----------
Total expenses 1,855,600 1,766,210 88,556 1,854,766
Earnings from operations 259,118 221,347 (90,968) 130,379
Other expense-net 34,682 33,402 6,099 39,501
---------- ---------- -------- ----------
Earnings before
income taxes 224,436 187,945 (97,067) 90,878
Income taxes 69,575 62,436 (31,426) 31,010
---------- ---------- -------- ----------
Net Earnings $ 154,861 $ 125,509 $(65,641) $ 59,868
---------- ---------- -------- ----------
---------- ---------- -------- ----------
Net earnings per share
Basic $ 2.83 $ 2.36 $ (1.23) $ 1.13
---------- ---------- -------- ----------
---------- ---------- -------- ----------
Diluted $ 2.81 $ 2.34 $ (1.22) $ 1.12
---------- ---------- -------- ----------
---------- ---------- -------- ----------
Average shares outstanding
Basic 54,717 53,059 53,059
Diluted 55,090 53,512 53,512
</TABLE>
<PAGE>
THOMAS & BETTS CORPORATION
Consolidated Balance Sheet
(In thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
December 28, December 29,
1997 1996
------------- -------------
ASSETS
Cash and marketable securities $ 96,254 $ 162,295
Receivables - net 273,565 361,511
Inventories 373,977 363,306
Deferred income taxes 43,452 62,121
Prepaid expenses 8,902 7,818
---------- ----------
Total current assets 796,150 957,051
Property, plant and equipment - net 569,762 539,944
Intangible assets - net 505,225 519,276
Investments in unconsolidated
companies 127,703 76,368
Other assets 39,835 38,598
---------- ----------
TOTAL ASSETS $2,038,675 $2,131,237
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings and current
maturities of long-term debt $ 31,253 $ 65,055
Accounts payable 208,056 190,184
Accrued liabilities 140,584 189,961
Income taxes 44,514 35,372
Dividends payable 15,401 11,328
---------- ----------
Total current liabilities 439,808 491,900
Long-term debt 502,813 645,096
Other long-term liabilities 92,206 100,676
Deferred income taxes 26,467 25,183
Shareholders' equity 977,381 868,382
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,038,675 $2,131,237
---------- ----------
---------- ----------
</TABLE>
<PAGE>
THOMAS & BETTS CORPORATION
Earnings per Share Comparisons
<TABLE>
<CAPTION>
Prior Basis New Basis
------------------------------ ----------------
Pro Forma
------------------
<S> <C> <C> <C> <C> <C>
1997 Fully
Period Simple Primary Diluted Basic Diluted
- ------ ------ ------- ------- ----- -------
<S> <C> <C> <C> <C> <C>
Q1 $0.56 $0.56 $0.56 $0.56 $0.56
Q2 0.70 0.69 0.69 0.70 0.69
Q3 0.73 0.73 0.73 0.73 0.73
Q4 0.84 0.83 0.83 0.84 0.83
YEAR $2.83 $2.81 $2.81 $2.83 $2.81
</TABLE>
DEFINITIONS:
SIMPLE EPS = Net income divided by weighted average common shares.
PRIMARY EPS = Net income divided by the sum of weighted average common shares
plus dilution from weighted average common equivalent shares.
FULLY DILUTED EPS = Net income divided by the sum of weighted average common
shares plus dilution from weighted average common equivalent shares plus
dilution from all other securities.
BASIC EPS = Net income divided by weighted average common shares.
DILUTED EPS = Net income divided by weighted average common shares plus dilution
from weighted average common equivalent shares plus dilution from all other
securities.
NOTE: Thomas & Betts previously reported only Simple EPS because the dilution
from employee stock options was less than the GAAP-specified 3% dilution level
requiring the potential reporting of Primary EPS or Fully Diluted EPS.
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
We consent to the use of our report, dated February 6, 1997,
incorporated by reference in Registration Statement No. 33-44153 on Form S-3
and to the reference to our firm under the heading "Experts" in the
prospectus which is part of such Registration Statement.
KPMG Peat Marwick LLP
Memphis, Tennessee
February 10, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to us under the heading "Experts" in the
Prospectus dated February 10, 1998 which is part of Thomas & Betts
Corporation's Registration Statement No. 33-44153 on Form S-3.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 10, 1998
<PAGE>
EXHIBIT 25.1
-------------------------------------------------------------------
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)
--------------------------------------------
THOMAS & BETTS CORPORATION
(Exact name of obligor as specified in its charter)
NEW JERSEY 22-1326940
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1001 FRONTIER ROAD
BRIDGEWATER, NEW JERSEY 08807-0993
(Address of principal executive offices) (Zip Code)
-------------------------------
SENIOR DEBT SECURITIES
(Title of Indenture Securities)
-------------------------------
<PAGE>
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.
- 2 -
<PAGE>
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. 333-06249, 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 4th day
of February, 1998.
THE CHASE MANHATTAN BANK
By /s/ Joanne Adamis
--------------------------------
/s/ Joanne Adamis
Second Vice President
- 3 -
<PAGE>
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 September 30, 1997, 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 ............................................ $ 11,760
Interest-bearing balances .................................... 4,343
Securities: .....................................................
Held to maturity securities...................................... 2,704
Available for sale securities.................................... 37,885
Federal funds sold and securities purchased under
agreements to resell ......................................... 27,358
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,370
Less: Allowance for loan and lease losses 2,760
Less: Allocated transfer risk reserve ....... 13
--------
Loans and leases, net of unearned income,
allowance, and reserve ....................................... 124,597
Trading Assets................................................... 64,630
Premises and fixed assets (including capitalized
leases)....................................................... 2,925
Other real estate owned ......................................... 286
Investments in unconsolidated subsidiaries and
associated companies.......................................... 232
Customers' liability to this bank on acceptances
outstanding................................................... 2,212
Intangible assets................................................ 1,480
Other assets..................................................... 11,117
--------
TOTAL ASSETS..................................................... $291,529
--------
--------
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ............................................ $ 86,574
Noninterest-bearing ................................ $31,818
Interest-bearing ................................... 54,756
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's....................................................... 69,887
Noninterest-bearing ................................ $ 3,777
Interest-bearing ................................... 66,110
Federal funds purchased and securities sold under agree-
ments to repurchase................................................ 45,307
Demand notes issued to the U.S. Treasury .......................... 161
Trading liabilities................................................ 47,406
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .................. 4,578
With a remaining maturity of more than one year .
through three years......................................... 261
With a remaining maturity of more than three years.............. 131
Bank's liability on acceptances executed and outstanding 2,212
Subordinated notes and debentures ................................. 5,715
Other liabilities.................................................. 12,355
TOTAL LIABILITIES.................................................. 274,587
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock....................................................... 1,211
Surplus (exclude all surplus related to preferred stock).......... 10,294
Undivided profits and capital reserves ............................ 5,414
Net unrealized holding gains (losses)
on available-for-sale securities .................................. 7
Cumulative foreign currency translation adjustments ............... 16
TOTAL EQUITY CAPITAL .............................................. 16,942
--------
TOTAL LIABILITIES AND EQUITY CAPITAL .............................. $291,529
--------
--------
</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 in-structions
issued by the appropriate Federal regulatory authority and is true and
correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
