View:
As filed with the Securities and Exchange Commission on May 16, 1996
Registration No. 333-03591
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
Continental Airlines, Inc.
(Exact name of registrant as specified in its charter)
Delaware 4512 74-2099724
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification
incorporation or classification code number)
organization) number)
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(713) 834-2950
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
-------------------
Jeffery A. Smisek, Esq.
Senior Vice President, General Counsel and Secretary
Continental Airlines, Inc.
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(713) 834-2950
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of correspondence to:
Michael L. Ryan, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: ( )
----------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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INTRODUCTORY NOTE
This Amendment No. 1 to Registration Statement 333-03591 is
being filed with the Securities and Exchange Commission in order
to include Exhibits 5.1 and 25.1 thereto. The Prospectus which forms
a part of this Amendment No. 1 is identical to the Prospectus as
filed with the Securities and Exchange Commission on May 13, 1996,
which Prospectus is not separately included in this Amendment No. 1.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation and bylaws
provide that the Company will indemnify each of its directors and
officers to the full extent permitted by the laws of the State of
Delaware and may indemnify certain other persons as authorized by
the Delaware General Corporation Law (the "GCL"). Section 145 of
the GCL provides as follows:
"(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(a) and (b). Such determination shall be made (1) by a majority
vote of the board of directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this
section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent for such constituent corporation, or
is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under
any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses
(including attorneys' fees)."
The Certificate of Incorporation and bylaws also limit the
personal liability of directors to the Company and its
stockholders for monetary damages resulting from certain breaches
of the directors' fiduciary duties. The bylaws of the Company
provide as follows:
"No Director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except for liability (i)
for any breach of the Director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL, or
(iv) for any transaction from which the Director derived any
improper personal benefit. If the GCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of Directors, then the liability of Directors of the
Corporation shall be eliminated or limited to the full extent
permitted by the GCL, as so amended."
The Company maintains directors' and officers' liability
insurance.
Item 21. Exhibits.
Exhibit
Number Exhibit Description
- ------- -------------------
4.1* Indenture dated September 28, 1995 for the 10.22%
Series A Senior Unsecured Notes and the 10.22% Series B
Senior Unsecured Notes between Continental and the
Trustee
4.2* Form of 10.22% Series B Senior Unsecured Sinking Fund
Note
5.1** Opinion of Cleary, Gottlieb, Steen & Hamilton as to the
validity of the Series B Notes
10.1* Form of Exchange Agreement among Continental and the
holders of the Series A Notes
10.2* Registration Rights Agreement among Continental and the
holders of the Series A Notes
10.3 Amendment to Stockholders' Agreement dated April 19,
1996 among the Company, Air Partners and Air Canada
(incorporated by reference to the Company's
Registration Statement on Form S-3 (File No. 333-
02701))
10.4 Amended and Restated Registration Rights Agreement
dated April 19, 1996 among the Company, Air Partners
and Air Canada (incorporated by reference to the
Company's Registration Statement on Form S-3 (File No.
333-02701))
10.5 Form of Warrant Purchase Agreement between the Company
and Air Partners (incorporated by reference to the
Company's Registration Statement on Form S-3 (File No.
333-02701))
12.1* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of Ernst & Young LLP
23.2** Consent of Cleary, Gottlieb, Steen & Hamilton (included
in its opinion filed as Exhibit 5.1)
24.1* Powers of Attorney
25.1** Form T-1, Statement of Eligibility under the Trust
Indenture Act of Bank One, Texas, N.A.
99.1* Form of Letter of Transmittal
99.2* Form of Notice of Guaranteed Delivery
99.3* Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
99.4* Form of Letter to Clients
- --------------------
* Previously filed
** Filed herewith
Item 22. Undertakings.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant, pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by any such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether or not such indemnification is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form,
within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration
statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933
shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-4 and has duly caused this amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 16, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
---------------------------
Jeffery A. Smisek
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated,
on May 16, 1996.
Signature Title
- --------- -----
*
- -----------------------------
Gordon M. Bethune President, Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Lawrence W. Kellner
- -----------------------------
Lawrence W. Kellner Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
/s/ Michael P. Bonds
- -----------------------------
Michael P. Bonds Staff Vice President and
Controller
(Principal Accounting Officer)
*
- -----------------------------
Thomas J. Barrack, Jr. Director
*
- -----------------------------
David Bonderman Director
*
- -----------------------------
Gregory D. Brenneman Director
*
- -----------------------------
Joel H. Cowan Director
*
- -----------------------------
Patrick Foley Director
*
- -----------------------------
Rowland C. Frazee, C.C. Director
*
- -----------------------------
Hollis L. Harris Director
*
- -----------------------------
Dean C. Kehler Director
*
- -----------------------------
Robert L. Lumpkins Director
*
- -----------------------------
Douglas H. McCorkindale Director
*
- -----------------------------
David E. Mitchell, O.C. Director
*
- -----------------------------
Richard W. Pogue Director
*
- -----------------------------
William S. Price III Director
*
- -----------------------------
Donald L. Sturm Director
*
- -----------------------------
Claude I. Taylor, O.C. Director
*
- -----------------------------
Karen Hastie Williams Director
*
- -----------------------------
Charles A. Yamarone Director
*By: /s/ SCOTT R. PETERSON
------------------------------------
Scott R. Peterson, Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------- -------------------
4.1* Indenture dated September 28, 1995 for the 10.22%
Series A Senior Unsecured Notes and the 10.22% Series B
Senior Unsecured Notes between Continental and the
Trustee
4.2* Form of 10.22% Series B Senior Unsecured Sinking Fund
Note
5.1** Opinion of Cleary, Gottlieb, Steen & Hamilton as to the
validity of the Series B Notes
10.1* Form of Exchange Agreement among Continental and the
holders of the Series A Notes
10.2* Registration Rights Agreement among Continental and the
holders of the Series A Notes
10.3 Amendment to Stockholders' Agreement dated April 19,
1996 among the Company, Air Partners and Air Canada
(incorporated by reference to the Company's
Registration Statement on Form S-3 (File No. 333-
02701))
10.4 Amended and Restated Registration Rights Agreement
dated April 19, 1996 among the Company, Air Partners
and Air Canada (incorporated by reference to the
Company's Registration Statement on Form S-3 (File No.
333-02701))
10.5 Warrant Purchase Agreement dated May 2, 1996 between
the Company and Air Partners (incorporated by reference
to the Company's Registration Statement on Form S-3
(File No. 333-02701))
12.1* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of Ernst & Young LLP
23.2** Consent of Cleary, Gottlieb, Steen & Hamilton (included
in its opinion filed as Exhibit 5.1)
24.1* Powers of Attorney
25.1** Form T-1, Statement of Eligibility under the Trust
Indenture Act of Bank One, Texas, N.A.
99.1* Form of Letter of Transmittal
99.2* Form of Notice of Guaranteed Delivery
99.3* Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
99.4* Form of Letter to Clients
- --------------------
* Previously filed
** Filed herewith
Writer's Direct Dial: (212) 225-2420
May 16, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Re: Continental Airlines, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as your counsel in connection with the
above-referenced Registration Statement on Form S-4 (File No.
333-03591) (the "Registration Statement") filed on May 13, 1996
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), in respect of the
10.22% Series B Senior Unsecured Sinking Fund Notes due July 1,
2000 (the "Series B Notes"), to be offered by Continental
Airlines, Inc. (the "Company") in exchange for all of its
outstanding 10.22% Series A Senior Unsecured Sinking Fund Notes
due July 1, 2000 (the "Series A Notes"). The Series B Notes are
to be issued under an indenture (the "Indenture") between the
Company and Bank One, Texas, N.A., as trustee (the "Trustee").
We have participated in the preparation of the
Registration Statement and have reviewed originals or copies
certified or otherwise identified to our satisfaction of such
documents and records of the Company and such other instruments
and other certificates of public officials, officers and
representatives of the Company and such other persons, and we
have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
Based on the foregoing, and subject to the further
assumptions and qualifications set forth below, it is our opinion
that when the Series B Notes, in the form filed as an exhibit to
the Registration Statement, have been duly executed and
authenticated in accordance with the Indenture, and duly issued
and delivered by the Company in exchange for an equal principal
amount of Series A Notes pursuant to the terms of the
Registration Rights Agreement filed as an exhibit to the
Registration Statement, the Series B Notes will be legal, valid,
binding and enforceable obligations of the Company, entitled to
the benefits of the Indenture, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally
and to general principles of equity.
The foregoing opinion is limited to the law of the
State of New York and the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the reference to
this firm in the Registration Statement and the related
prospectus under the heading "Legal Matters," without admitting
that we are "experts" within the meaning of the Act or the rules
and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration
Statement, including this Exhibit.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Stephen H. Shalen
-------------------------------
Stephen H. Shalen, a partner
Registration No. 333-03591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
BANK ONE, TEXAS, NA
Not Applicable 75-2270994
(State of Incorporation (I.R.S. Employer
if not a national bank) Identification No.)
1717 Main, 7th Floor, Dallas, Texas 75201
(Address of trustee's principal (Zip Code) executive offices)
Ted Kravits
Trust Officer
c/o Bank One Trust Company, NA
100 East Broad Street
Columbus, Ohio 43271-0181
(614) 248-2566
(Name, address and telephone number of agent for service)
Continental Airlines, Inc.
(Exact name of obligor as specified in its charter)
Delaware 74-2099724
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
2929 Allen Parkway, Suite 2010
Houston, Texas 77019 (Zip Code)
(Address of principal executive offices)
10.22% Series B Senior Unsecured Sinking Fund Notes
due July 1, 2000
(Title of the Indenture securities)
GENERAL
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.
Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank, Dallas, Texas
Federal Deposit Insurance Corporation, Washington, D.C.
National Bank Examiners, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
2. Affiliations with Obligor and Underwriters.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee.
16. List of Exhibits
List below all exhibits filed as a part of this statement of
eligibility and qualification. (Exhibits identified in
parentheses, on file with the Commission, are incorporated
herein by reference as exhibits hereto.)
Exhibit 1 - A copy of the Articles of Association of the trustee
as now in effect.
Exhibit 1 to Form T-1, filed as a part of the Registration
Statement (Registration No. 33-40838) on Form S-1 of Dr Pepper
Company and Dr Pepper/Seven-Up Companies, Inc.
Exhibit 2 - A copy of the Certificate of Authority of the trustee
to commence business, see Exhibit 2 to Form T-1, filed as a part
of the Registration Statement (Registration No. 33-40838) on Form
S-1 of Dr Pepper Company and Dr Pepper/Seven-Up Companies, Inc.
Exhibit 3 - A copy of the Authorization of the trustee to
exercise corporate trust powers, Exhibit 3 to Form T-1, filed as
a part of the Registration Statement (Registration No. 33-40838)
on Form S-1 of Dr Pepper Company and Dr Pepper/Seven-Up
Companies, Inc.
Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.
Exhibit 4 to Form T-1, filed as a part of the Registration
Statement (Registration No. 33-40838) on Form S-1 of Dr Pepper
Company and Dr Pepper/Seven-Up Companies, Inc.
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the trustee required by Section 321(b)
of the Trust Indenture Act of 1939, as amended.
Exhibit 7 - Report of Condition of the trustee as of the close of
business on December 31, 1995, published pursuant to the
requirements of the Comptroller of the Company.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
Items 3 through 15 are not answered pursuant to General
Instruction B which requires responses to Item 1, 2 and 16 only,
if the obligor is not in default.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the Trustee, Bank One, Texas, NA, a national
banking association organized under the National Banking Act, has
duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly
authorized, all in Houston, Texas on May 16, 1996.
Bank One, Texas, NA
By: /s/ Roark Ashie
----------------------------
Roark Ashie
Vice President
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
CONSENT
The undersigned, designated to act as Trustee under the Indenture
for Continental Airlines, Inc. described in the attached
Statement of Eligibility and Qualification, does hereby consent
that reports of examinations by Federal, State, Territorial, or
District Authorities may be furnished by such authorities to the
Commission upon the request of the Commission.
This Consent is given pursuant to the provision of Section 321(b)
of the Trust Indenture Act of 1939, as amended.
Bank One, Texas, NA
Dated: May 16, 1996 By: /s/ Roark Ashie
------------------------------
Roark Ashie
Vice President
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 1999
Federal Financial Institutions Examination Council
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INTERNAL Please refer to page i, /1/
Table of Contents, for
the required disclosure
of estimated burden
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Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices -- FFIED 031
Report at the close of business March 31, 1996 (960331)
(RCR 9999)
This report is required by law: 12 U.S.C. Sec. 324 (State member
banks); 12 U.S.C. Sec. 1817 (State nonmember banks); and 12 U.S.C.
Sec. 161 (National banks).
This report form is to be filed by banks with branches and
consolidated subsidiaries in U.S. territories and possessions,
Edge or Agreement subsidiaries, foreign branches, consolidated
foreign subsidiaries, or International Banking Facilities.
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NOTE: The Reports of Condition and Income must be signed by an
authorized officer and the Report of Condition must be attested
to by not less than two directors (trustees) for State nonmember
banks and three directors for State member and National banks.
I, Bobby Doxey
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Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of
Condition and Income (including the supporting schedules) have
been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and are true to the best
of my knowledge and belief.
/s/ Bobby Doxey
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4/30/96
----------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in
accordance with Federal regulatory authority instructions.
NOTE: These instructions may in some cases differ from generally
accepted accounting principles.
We, the undersigned directors (trustees), attest to the
correctness of this Report of Condition (including the supporting
schedules) 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.
/s/ Ronald G. Steinhart
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Director (Trustee)
/s/
-----------------------------------------------------------
Director (Trustee)
/s/
-----------------------------------------------------------
Director (Trustee)
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For Banks Submitting Hard Copy Report Forms:
State Member Banks: Return the original and one copy to the
appropriate Federal Reserve District Bank.
State Nonmember Banks: Return the original only in the special
return address envelope provided. If express mail is used in
lieu of the special return address envelope, return the original
only to the FDIC, c/o Quality Data Systems, 2127 Espey Court
Suite 204, Crofton, MD 21114.
National Banks: Return the original only in the special return
address envelope provided. If express mail is used in lieu of
the special return address envelope, return the original only to
the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204,
Crofton, MD 21114.
-----------------------------------------------------------------
FDIC Certificate Number 27474
CALL NO. 195 31 03-31-96
STBK: 48-1996 00088 STCERT: 48-27474
BANK ONE, TEXAS, NATIONAL ASSOCIATION
P.O. BOX 225415
DALLAS, TX 75222-5415
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
Bank One, Texas, N.A. Call Date: 03/31/96 ST-BK: 48-1996 FFIEC 031
1717 Main Street
Dallas, TX 75201 Vendor ID: D CERT: 27474 Page RI - 4
Transit Number: 11100061
Consolidated Report of Income
For the period January 1, 1996 - March 31, 1996
All Report of Income schedules are to be reported on a calendar year-to-
date basis in thousands of dollars.
Schedule RI - Income Statement I480 <-
Dollar Amounts in Thousands
RIAD
1. Interest income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real
estate 4011 74,793 1.a.1a
(b) Loans to depository
institutions 4019 129 1.a.1b
(c) Loans to finance
agricultural production
and other loans to
farmers 4024 1,257 1.a.1c
(d) Commercial and industrial
loans 4012 59,433 1.a.1d
(e) Acceptances of other
banks 4026 122 1.a.1e
(f) Loans to individuals for
household, family and
other personal
expenditures:
(1) Credit cards and
related plans 4054 34,968 1.a.1f1
(2) Other 4055 51,965 1.a.1f2
(g) Loans to foreign
governments and official
institutions 4056 0 1.a.1g
(h) Obligations (other than
securities and leases) of
states and political
subdivisions in the U.S.:
(1) Taxable obligations 4503 205 1.a.1h1
(2) Tax-exempt
obligations 4504 236 1.a.1h2
(i) All other loans in
domestic offices 4058 8,140 1.a.1i
(2) In foreign offices, Edge and
Agreement subsidiaries, and
IBFs 4059 0 1.a.2
b. Income from lease financing
receivables:
(1) Taxable leases 4505 5,313 1.b.1
(2) Tax-exempt leases 4307 563 1.b.2
c. Interest income on balances due
from depository institutions: (1)
(1) In domestic offices 4105 4,972 1.c.1
Dollar Amounts in Thousands
RIAD
(2) In foreign offices, Edge and
Agreement subsidiaries, and
IBFs 4106 0 1.c.2
d. Interest and dividend income on
securities:
(1) U.S. Treasury securities and
U.S. Government agency and
corporation obligations 4027 51,423 1.d.1
(2) Securities issued by states
and political subdivisions in
the U.S.:
(a) Taxable securities 4506 392 1.d.2a
(b) Tax-exempt securities 4507 6,583 1.d.2b
(3) Other domestic debt
securities 3657 32,022 1.d.3
(4) Foreign debt securities 3658 1,214 1.d.4
(5) Equity securities (including
investments in mutual funds) 3659 455 1.d.5
e. Interest income from trading
assets 4069 0 1.e
f. Interest income on federal funds
sold and securities purchased
under agreements to resell in
domestic offices of the bank and
of its Edge and Agreement
subsidiaries, and in IBFs 4020 1,641 1.f
g. Total interest income (sum of
items 1.a through 1.f) 4107 335,826 1.g
____________
(1) Includes interest income on time certificates of deposit not held for
trading.
RIAD Year-to date
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits
in domestic offices:
(a) Transaction
accounts (NOW
accounts, ATS
accounts, and
telephone and
preauthorized
transfer
accounts) 4508 1,739 2.a.1a
(b) Nontransaction
accounts:
(1) Money market
deposit
accounts
(MMDAs) 4509 53,102 2.a.1b1
(2) Other savings
deposits 4511 3,343 2.a.1b2
(3) Time
certificates
of deposit of
$100,000 or
more 4174 10,709 2.a.1b3
(4) All other
time deposits 4512 47,994 2.a.1b4
(2) Interest on deposits
in foreign offices,
Edge and Agreement
subsidiaries, and
IBFs 4172 7,279 2.a.2
b. Expense of federal funds
purchased and securities
sold under agreements to
repurchase in domestic
offices of the bank and
of its Edge and Agreement
subsidiaries and in IBFs 4180 13,793 2.b
c. Interest on demand notes
issued to the U.S.
Treasury, trading
liabilities, and other
borrowed money 4185 9,392 2.c
d. Interest on mortgage
indebtedness and
obligations under
capitalized leases 4072 3 2.d
e. Interest on subordinated
notes and debentures 4200 0 2.e
f. Total interest expense
(sum of items 2.a through
2.e) 4073 147,354 2.f
3. Net interest income (item 1.g
minus 2.f) 4074 188,472 3.
4. Provisions:
a. Provision for loan and
lease losses 4230 27,309 4.a
b. Provision for allocated
transfer risk 4243 0 4.b
RIAD Year-to date
2. Interest expense:
a. Interest on deposits:
5. Noninterest income:
a. Income from fiduciary
activities 4070 7,141 5.a
b. Service charges on
deposit accounts in
domestic offices 4080 44,389 5.b
c. Trading revenue (must
equal Schedule RI, sum of
Memorandum items 8.a
through 8.d) A220 691 5.c
d. Other foreign transaction
gains (losses) 4076 0 5.d
e. Not applicable
f. Other noninterest income:
(1) Other fee income 5407 25,944 5.f.1
(2) All other noninterest
income 5408 5,892 5.f.2
g. Total noninterest income
(sum of items 5.a through
5.f) 4079 84,057 5.g
6. a. Realized gains (losses)
on held-to-maturity
securities 3521 0 6.a
b. Realized gains (losses)
on available-for-sale
securities 3196 408 6.b
7. Noninterest expense:
a. Salaries and employee
benefits 4135 41,819 7.a
b. Expenses of premises and
fixed assets (net of
rental income) (excluding
salaries and employee
benefits and mortgage
interest) 4217 15,461 7.b
c. Other noninterest
expense* 4092 124,434 7.c
d. Total noninterest expense
(sum of items 7.a through
7.c) 4093 181,714 7.d
8. Income (loss) before income
taxes and extraordinary items
and other adjustments (item 3
plus or minus items 4.a, 4.b,
5.g, 6.a, 6.b, and 7.d) 4301 63,914 8.
9. Applicable income taxes (on
item 8) 4302 19,973 9.
10. Income (loss) before
extraordinary items and other
adjustments (item 8 minus 9) 4300 43,941 10.
11. Extraordinary items and other
adjustments:
a. Extraordinary items and
other adjustments, gross
of income taxes* 4310 0 11.a
b. Applicable income taxes
(on item 11.a)* 4315 0 11.b
RIAD Year-to date
2. Interest expense:
a. Interest on deposits:
c. Extraordinary items and
other adjustments, net of
income taxes (item 11.a
minus 11.b) 4320 0 11.c
12. Net income (loss) (sum of
items 10 and 11.c) 4340 43,941 12.
_________________
* Describe on Schedule RI-E - Explanations
Memoranda
I481 <-
Dollar Amounts in Thousands
Year-to
RIAD date
1. Interest expense incurred to carry
tax-exempt securities, loans, and
leases acquired after August 7,
1986, that is not deductible for
federal income tax purposes 4513 1,250 M.1
2. Income from the sale and servicing
of mutual funds and annuities in
domestic offices (included in
Schedule RI, item 8) 8431 983 M.2
3. Not applicable
4. Not applicable
Number
5. Number of full-time equivalent
employees on payroll at end of
current period (round to nearest
whole number) 4150 4,218 M.5
6. Not applicable. MM DD YY
7. If the reporting bank has restated
its balance sheet as a result of
applying push down accounting this
calendar year, report the date of
the bank's acquisition 9,106 N/A M.7
8. Trading revenue (from cash
instruments and off-balance sheet
derivative instruments) RIAD Year-to-date
(Sum of Memorandum items 8.a through
8.d must equal Schedule RI, item
5.c):
a. Interest rate exposures 8757 0 M.8.a
b. Foreign exchange exposures 8758 691 M.8.b
c. Equity security and index
exposures 8759 0 M.8.c
d. Commodity and other exposures 8760 0 M.8.d
9. Impact on income of off-balance
sheet derivatives held for purposes
other than trading:
a. Net increase (decrease) to
interest income 8761 (4,709) M.9.a
b. Net (increase) decrease to
interest expense 8762 (785) M.9.b
c. Other (noninterest) allocations 8763 2,870 M.9.c
10. Credit losses on off-balance sheet
derivatives (see instructions) A251 0 M.10
Schedule RI-A - Changes in Equity Capital
Indicate decreases and losses in parentheses.
I483 <-
Dollar Amounts in Thousands
RIAD
1. Total equity capital originally reported
in the December 31, 1995, Reports of
Condition and Income 3215 1,418,257 1.
2. Equity capital adjustments from amended
Reports of Income, net* 3216 0 2.
3. Amended balance end of previous calendar
year (sum of items 1 and 2) 3217 1,418,257 3.
4. Net income (loss) (must equal Schedule RI,
item 12) 4340 43,941 4.
5. Sale, conversion, acquisition, or retirement
of capital stock, net 4346 0 5.
6. Changes incident to business combinations,
net 4356 0 6.
7. LESS: Cash dividends declared on preferred
stock 4470 0 7.
8. LESS: Cash dividends declared on common
stock 4460 0 8.
9. Cumulative effect of changes in accounting
principles from prior years* (see
instructions for this schedule) 4411 0 9.
10. Corrections of material accounting errors
from prior years* (see instructions for
this schedule) 4412 0 10.
11. Change in net unrealized holding gains
(losses) on available--for--sales
securities 8433 (26,906) 11.
12. Foreign currency translation
adjustments 4414 0 12.
13. Other transactions with parent holding
company* (not included in items 5, 7,
or 8 above) 4415 0 13.
14. Total equity capital end of current
period (sum of items 3 through 13) (must
equal Schedule RC, item 28) 3210 1,435,292 14.
________________
* Describe on Schedule RI-E - Explanations.
Schedule RI-B - Charge-offs and Recoveries and Changes in Allowance for
Loan and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through the allocated transfer
risk reserve. I486<-
Dollar Amounts in Thousands
-----calendar year-to-date--------
(Column
(Column
A) B)
Charge Recov-
-offs eries
RIAD RIAD
1. Loans secured by real estate:
a. To U.S. addresses (domicile) 4651 1,727 4661 524 1.a
b. To non-U.S. addresses (domicile) 4652 0 4662 0 1.b
2. Loans to depository institutions
and acceptance of other banks:
a. To U.S. banks and other U.S.
depository institutions 4653 0 4663 0 2.a
b. To foreign banks 4654 0 4664 0 2.b
3. Loans to finance agricultural
production and other loans to
farmers 4655 70 4665 0 3.
4. Commercial and industrial loans:
a. To U.S. addresses (domicile) 4645 1,277 4617 341 4.a
b. To non-U.S. addresses (domicile) 4646 0 4618 0 4.b
5. Loans to individuals for household,
family and other personal
expenditures:
a. Credit cards and related plans 4656 10,244 4666 1,146 5.a
b. Other (includes single payment,
installment, and all student
loans) 4657 10,336 4667 3,897 5.b
6. Loans to foreign governments and
official institutions 4643 0 4627 0 6.
7. All other loans 4644 0 4628 18 7.
8. Lease financing receivables:
a. Of U.S. addresses (domicile) 4658 489 4668 78 8.a
b. Of non-U.S. addresses (domicile) 4659 0 4669 0 8.b
9. Total (sum of items 1 through 8) 4635 24,143 4605 6,004 9.
Part I. Continued
Memoranda
Dollar Amounts in Thousands
-----calendar year-to-date--------
(Column
(Column
A) B)
Charge Recov-
-offs eries
RIAD RIAD
1.-3. Not applicable.
4. Loans to finance commercial real
estate, construction and land
development activities (not secured
by real estate) included in Schedule
RI-B, part I, items 4 and 7, above 5409 0 5410 7 M.4
5. Loans secured by real estate in
domestic offices (included in
Schedule RI-B, part I, item 1,
above):
a. Construction and land
development 3582 0 3583 83 M.5.a
b. Secured by farmland 3584 0 3585 4 M.5.b
c. Secured by 1-4 family
residential properties:
(1) Revolving, open-end loans
secured by 1-4 family
residential properties and
extended under lines of
credit 5411 110 5412 5 M.5.c1
(2) All other loans secured
by 1-4 family
residential properties 5413 1,521 5414 348 M.5c2
d. Secured by multifamily (5 or
more) residential properties 3588 0 3589 1 M.5.d
e. Secured by nonfarm
nonresidential properties 3590 96 3591 83 M.5.e
Part II. Changes in Allowance for Loan and Lease Losses
Dollar Amounts in Thousands
RIAD
1. Balance originally reported in the
December 31, 1995, Reports of Condition
and Income 3124 109,788 1.
2. Recoveries (must equal part I, item 9,
column B above) 4605 6,004 2.
3. LESS: Charge-offs (must equal part I,
item 9, column A above) 4635 24,143 3.
4. Provision for loan and lease losses
(must equal Schedule R1, item 4.a) 4230 27,309 4.
5. Adjustments* (see instructions for
this schedule) 4815 0 5.
6. Balance end of current period (sum of
items 1 through 5) must equal Schedule RC,
item 4.b) 3123 118,958 6.
____________
* Describe on Schedule RI-E - Explanations.
Schedule RI-C - Applicable Income Taxes by Taxing Authority
I489<-
Schedule RI-C is to be reported
with the December Report of Income. Dollar Amounts in Thousands
RIAD
1. Federal 4780 N/A 1.
2. State and Local 4790 N/A 2.
3. Foreign 4795 N/A 3.
4. Total (sum of items 1 through 3)
(must equal sum of Schedule RI, items 9
and 11.b) 4770 N/A 4.
5. Deferred portion of item 4 4772 N/A 5.
Schedule RI-D - Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.
I492<-
Part I. Estimated Income from
International Operations Dollar Amounts in Thousands
RIAD Year
-to-
Date
1. Interest income and expense booked
at foreign offices, Edge and Agreement
subsidiaries and IBFs:
a. Interest income booked 4837 N/A 1.a
b. Interest expense booked 4838 N/A 1.b
c. Net interest income booked at foreign
offices, Edge and Agreement subsidiaries
and IBFs (item 1.a minus 1.b) 4839 N/A 1.c
2. Adjustments for booking location of
international operations:
a. Net interest income attributable to
international operations booked at
domestic offices 4840 N/A 2.a
b. Net interest income attributable to
domestic business booked at foreign
offices 4841 N/A 2.b
c. Net booking location adjustment
(item 2.a minus 2.b) 4842 N/A 2.c
3. Noninterest income and expense attributable
to international operations
a. Noninterest income attributable to
international operations 4097 N/A 3.a
b. Provision for loan and lease losses
attributable to international operations 4235 N/A 3.b
c. Other noninterest expense attributable
to international operations 4239 N/A 3.c
d. Net noninterest income (expense)
attributable to international operations
(item 3.a minus 3.b and 3.c) 4843 N/A 3.d
4. Estimated pretax income attributable to
international operations before capital
allocation adjustment (sum of items 1.c, 2.c,
and 3.d) 4844 N/A 4.
5. Adjustment to pretax income attributable to
international operations to reflect the
effects of equity capital on overall bank
funding costs 4845 N/A 5.
6. Estimated pretax income attributable to
international operations after capital
allocation adjustment (sum of items 4 and 5) 4846 N/A 6.
7. Income taxes attributable to income from
international operations as estimated in
item 6 4797 N/A 7.
8. Estimated net income attributable to
international operations (item 6 minus 7) 4341 N/A 8.
Memoranda
Dollar Amounts in Thousands
RIAD
1. Intracompany interest income included
in item 1.a above 4847 N/A M.1
2. Intracompany interest expense included
in item 1.b above 4848 N/A M.2
Part II. Supplementary Details on Income from International Operations
Required by the Departments of Commerce and Treasury for Purposes of the
U.S. International Accounts and the U.S. National Income and Product
Accounts
Dollar Amounts in Thousands
RIAD Year
-to-
date
1. Interest income booked at IBFs 4849 N/A 1.
2. Interest expense booked at IBFs 4850 N/A 2.
3. Noninterest income attributable to
international operations booked at domestic
offices (excluding IBFs):
a. Gains (losses) and extraordinary
items 5491 N/A 3.a
b. Fees and other noninterest income 5492 N/A 3.b
4. Provision for loan and lease losses
attributable to international operations booked
at domestic offices (excluding IBFs) 4852 N/A 4.
5. Other noninterest expense attributable
to international operations booked at
domestic offices (excluding IBFs) 4853 N/A 5.
Schedule RI - E Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date
basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items
and other adjustments in Schedule RI, and all significant items of other
noninterest income and other noninterest expense in Schedule RI. (See
instructions for details.) I495<-
Dollar Amounts in Thousands
1. All other noninterest income (from
Schedule RI, item 5.f.(2))
Report amounts that exceed 10% of
Schedule RI, item 5.f.(2): RIAD Year
-to-
date
a. Net gains on other real estate owned 5415 0 1.a
b. Net gains on sales of loans 5416 0 1.b
c. Net gains on sales of premises and
fixed assets 5417 0 1.c
Itemize and describe the three largest
other amounts that exceed 10% of Schedule
RI, item 5.f.(2):
TEXT: RIAD
d. 4461: Securitization Reserve
Fund Releases 4461 3,925 1.d
e. 4462: Corporate Owned Life Insurance 4462 1,162 1.e
f. 4463: 4463 N/A 1.f
2. Other noninterest expense (from Schedule R1,
item 7.c):
a. Amortization expense of intangible assets 4531 1,413 2.a
Report amounts that exceed 10% of Schedule
RI, item 7.c:
b. Net losses on other real estate owned 5418 0 2.b
c. Net losses on sales of loans 5419 32,604 2.c
d. Net losses on sales of premises
and fixed assets 5420 0 2.d
Itemize and describe the three largest
other amounts that exceed 10% of
Schedule RI, item 7.c:
TEXT: RIAD
e. 4464: Intercompany Item Processing 4464 35,315 2.e
f. 4467: 4467 N/A 2.f
g. 4468: 4468 N/A 2.g
3. Extraordinary items and other adjustments
(from Schedule RI, item 11.a) and applicable
income tax effect (from Schedule RI,
item 11.b) (itemize and describe all
extraordinary items and other adjustments):
TEXT: RIAD
a. (1) 4469: 4469 0 3.a.1
(2) Applicable income tax effect 4486 0 3.a.2
b. (1) 4487: 4487 0 3.b.1
(2) Applicable income tax income 4488 0 3.b.2
c. (1) 4489: 4489 0 3.c.1
(2) Applicable income tax effect 4491 0 3.c.2
4. Equity capital adjustments from amended
Reports of Income (from Schedule RI-A,
item 2) (itemize and describe all adjustments):
TEXT: RIAD
a. (1) 4492: 4492 N/A 4.a
(2) 4493: 4493 N/A 4.b
5. Cumulative effect of changes in accounting
principles from prior years (from Schedule
RI-A, item 9) (itemize and describe all
changes in accounting principles):
TEXT: RIAD
a. 4494: 4494 N/A 5.a
b. 4495: 4495 N/A 5.b
6. Corrections of material accounting errors
from prior years (from Schedule RI-A, item
10) (itemize and describe all corrections):
TEXT: RIAD
a. 4496: 4496 N/A 6.a
b. 4497: 4447 N/A 6.b
7. Other transactions with parent holding company
(from Schedule RI-A, item 13) (itemize
and describe all such transactions):
TEXT: RIAD
a. 4498: 4498 N/A 7.a
b. 4499: 4499 N/A 7.b
8. Adjustments to allowance for loan and lease
losses (from Schedule RI-B, part II,
item 5) (itemize and describe all adjustments):
TEXT: RIAD
a. 4521: 4521 N/A 8.a
b. 4522: 4522 N/A 8.b
9. Other explanations (the space below is provided for the bank to briefly
describe, at it option, any other significant items affecting the
Report of Income): I498 I499<-
No comment: X (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for March 31, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter. C400 <-
Schedule RC-B Balance Sheet
Dollar Amounts in Thousands
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A): RCAD
a. Noninterest-bearing balances and
currency and coin (1) 0081 900,723 1.a
b. Interest-bearing balances (2) 0071 304,954 1.b
2. Securities:
a. Held-to-maturity securities (from
Schedule RC-B, column A) 1754 188,444 2.a
b. Available-for-sale securities (from
Schedule RC-B, column D) 1773 5,853,871 2.b
3. Federal funds sold and securities purchased
under agreements to resell in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds sold 0276 224,914 3.a
b. Securities purchased under agreements
to resell 0277 1,142 3.b
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income RCFD
(from Schedule RC-C) 2122 10,737,544 4.a
b. LESS: Allowance for loan and lease
losses 3123118,958
4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned
income, allowance, and reserve (item
4.a minus 4.b and 4.c) 2125 10,618,586 4.d
5. Trading assets (from Schedule RC-D) 3545 0 5.
6. Premises and fixed assets (including
capitalized leases) 2145 178,638 6.
7. Other real estate owned (from Schedule RC-M) 2150 5,113 7.
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule
RC-M) 2130 693
8.
9. Customers' liability to this bank on
acceptances outstanding 2155 3,427 9.
10. Intangible assets (from Schedule RC-M) 2143 16,328 10.
11. Other assets (from Schedule RC-F) 2160 359,098 11.
12. Total assets (sum of items 1 through 11) 2170 18,655,931 12.
___________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Schedule RC - Continued
Dollar Amounts in Thousands
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals RCON
of columns A and C from Schedule RC-E,
part 1) 2200 14,967,073 13.a
RCON
(1) Noninterest
-bearing (1) 6631 3,505,812 13.a.1
(2) Interest
-bearing 6636 11,461,261 13.a.2
RCFN
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E, part II) 2200 489,220 13.b
RCFN
(1) Noninterest
-bearing 6631 0 13.b.1
(2) Interest
-bearing 6636 489,220 13.b.2
14. Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
RCFD
a. Federal funds purchased 0278 562,829 14.a
b. Securities sold under agreements
to repurchase 0279 7 14.b
RCON
15. a. Demand notes issued to the U.S.
Treasury 2840 313,333 15.a
RCFD
b. Trading liabilities (from Schedule
RC-D) 3548 645 15.b
16. Other borrowed money:
a. With a remaining maturity of one
year or less 2332 301,905 16.a
b. With a remaining maturity of more
than one year 2333 0 16.b
17. Mortgage indebtedness and obligations
under capitalized leases 2910 140 17.
18. Bank's liability on acceptances executed
and outstanding 2920 3,427 18.
19. Subordinated notes and debentures 3200 0 19.
20. Other liabilities (from Schedule RC-G) 2930 582,060 20.
21. Total liabilities (sum of items 13
through 20) 2948 17,220,639 21.
22. Limited-life preferred stock and related
surplus 3282 0 22.
EQUITY CAPITAL
RCFD
23. Perpetual preferred stock and related
surplus 3838 0 23.
24. Common stock 3230 224,000 24.
25. Surplus (exclude all surplus related to
preferred stock) 3839 786,541 25.
26. a. Undivided profits and capital
reserves 3632 401,295 26.a
b. Net unrealized holding gains (losses)
on available-for-sale securities 8434 23,456 26.b
27. Cumulative foreign currency translation
adjustments 3284 0 27.
28. Total equity capital (sum of items 23
through 27) 3210 1,435,292 28.
29. Total liabilities, limited-life preferred
stock and equity capital (sum of items
21, 22, and 28) 3300 18,655,931 29.
Memorandum
To be reported only with the March Report
of Condition.
1. Indicate in the box at the right the
number of the statement below that best
describes the most comprehensive level
of auditing work performed for the bank
by independent external auditors as of RCFD Number
any date during 1995 6724 2 M.1
___________________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
1 = Independent audit of the bank conducted in accordance with generally
accepted standards by a certified public accounting firm which submits
a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
Schedule RC-A - Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
C405 <-
Dollar Amounts in Thousands
(Column A) (Column B)
RCFD Consolidated RCON Domestic
Bank Offices
1. Cash items in process
of collection, unposted
debits, and currency
and coin 0022 774,439 1.
a. Cash items in process
of collection and
unposted debits 0020 537,777 1.a
b. Currency and coin 0080 236,662 1.b
2. Balances due from depository
institutions in the U.S. 0082 64,945 2.
a. U.S. branches and
agencies of foreign
banks (including
their IBFs) 008302.a
b. Other commercial banks
in the U.S. and other
depository institutions
in the U.S. (including
their IBFs) 0085 64,945 2.b
3. Balances due from banks
in foreign countries and
foreign central banks 0070 288,303 3.
a. Foreign branches of
other U.S. banks 0073 283,500 3.a
b. Other banks in foreign
countries and foreign
central banks 0074 4,803 3.b
4. Balances due from Federal
Reserve 0090 77,990 0090 77,990 4.
5. Total (sum of items 1
through 4) (total of
column A must equal
Schedule RC, sum of
items 1.a and 1.b) 0010 1,205,677 0010 1,205,677 5.
Memorandum
Dollar Amounts in Thousands
1. Noninterest-bearing balances
due from commercial banks
in the U.S. (included in RCON
item 2, column B above) 0050 43,491 M.1
Schedule RC-B - Securities
Exclude assets held for trading.
C410 <-
Dollar Amounts in Thousands
Held-to-maturity
Available
for Sale
(Column A)
(Column B) (Column C) (Column D)
Amortized Fair
Amortized Fair
Cost Value Cost
Value (1)
RCFD RCFD RCFD RCFD
1. U.S.
Treasury
securities
0211 0 0213 1286 475,997 1287 474,782 1.
2. U.S.
Government
agency and
corporation
obligations
(exclude
mortgage-
backed
securities):
a. Issued by
U.S.
Government
agencies
(2)
RCFD RCFD RCFD RCFD
1289 0 1290 0 1291 120,801 1293 121,869 2.a
b. Issued by
U.S.
Government-
sponsored
agencies (3)
1294 0 1295 0 1297 48,547 1298 49,358 2.b
___________________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool
Certificates," U.S. Maritime Administration obligations, and Export-
Import Bank participation Certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by
the Farm Credit System, the Federal Home Loan Bank System, the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage
Association, the Financing Corporation, Resolution Funding Corporation,
the Student Loan Marketing Association, and the Tennessee Valley
Authority.
Held-to-maturity
Available
for Sale
(Column A)
(Column B) (Column C) (Column D)
Amortized Fair
Amortized Fair
Cost Value Cost
Value (1)
3. Securities
issued by
states and
political
subdivisions
in the U.S.:
a. General
obligations
RCFD RCFD RCFD RCFD
1676 107,084 1677 106,437 1678 449,245 1679 445,566 3.a
b. Revenue
obligations
1681 20,347 1686 20,319 1690 85,666 1691 84,858 3.b
c. Industrial
development
and similar
obligations
1694 0 1695 0 1696 0 1697 0 3.c
4. Mortgage-backed
securities (MBS):
a. Pass-through
securities:
(1) Guaranteed
by GNMA
1698 0 1699 0 1701 305,246 1702 317,891 4a1
(2) Issued by
FNMA and
FHLMC
1703 56,766 1705 57,941 1706 963,264 1707 979,421 4a2
(3) Other pass-
through
securities
1709 547 1710 546 1711 43,309 1713 43,328 4a3
b. Other
mortgage-
backed
securities
(include CMOs,
REMICs, and
stripped MBS):
(1) Issued or
guaranteed
by FNMA,
FHLMC, or
GNMA
RCFD RCFD RCFD RCFD
1714 0 1715 0 1716 1,275,770 1717 1,286,623 4b1
(2) Collateralized
by MBS issued
or guaranteed
by FNMA,
FHLMC,
or GNMA
RCFD RCFD RCFD RCFD
1718 360 1719 367 1731 320 1732 321 4b2
(3) All other
mortgage-
backed
securities
1733 0 1734 6 1735 1,002,689 1736 1,004,471 4b3
5. Other debt
securities:
a. Other
domestic
debt
securities
RCFD RCFD RCFD RCFD
1737 0 1738 0 1739 971,777 1741 970,123 5.a
b. Foreign debt
securities
1742 3,340 1743 3,340 1744 44,670 1746 44,775 5.b
6. Equity
securities:
a. Investment
in mutual
funds 1747 0 1748 0 6.a
b. Other equity
securities
with readily
determinable
fair values
1749 0 1751 0 6.b
c. All other
equity
securities(1) 1752 30,485 1753 30,485 6.c
7. Total (sum of items
1 through 6)(total
of column A must
equal Schedule RC,
item 2.a)(total
of column D must
equal Schedule RC,
item 2.b)
1754 188,444 1771 188,956 1772 5,817,786 1773 5,853,871 7.
________________
(1) Includes equity securities without readily determinable fair values at
historical cost in itme 6.3, column D.
Schedule RC-B - Continued
Memoranda
C412 <-
Dollar Amounts in Thousands
RCFD
1. Pledged securities (2) 0416 2,303,096 M.1
2. Maturity and repricing data for debt
securities (2,3,4)(excluding those in
nonaccrual status):
a. Fixed rate debt securities with a
remaining maturity of:
(1) Three months or less 0343 12,599 M.2.a1
(2) Over three months through
12 months 0344 42,271 M.2.a2
(3) Over one year through five years 0345 1,078,314 M.2.a3
(4) Over five years 0346 2,284,154 M.2.a4
(5) Total fixed rate debt securities
(sum of Memorandum items 2.a.(1)
through 2.a.(4)) 0347 3,417,338 M.2.a5
b. Floating rate debt securities with
a repricing frequency of:
(1) Quarterly or more frequently 4544 2,431,230 M.2.b1
(2) Annually or more frequently, but
less frequently than quarterly 4545 163,261 M.2.b2
(3) Every five years or more
frequently, but less frequently
than annually 4551 0 M.2.b3
(4) Less frequently than every five
years 4552 0 M.2.b4
(5) Total floating rate debt
securities (sum of Memorandum
items 2.b.(1) through 2.b.(4)) 4553 2,594,491 M.2.b5
c. Total debt securities (sum of
Memorandum items 2.a.(5) and 2.b.(5))
(must equal total debt securities
from Schedule RC-B, sum of items 1
through 5, columns A and D, minus
nonaccrual debt securities included
in Schedule RC-N, item 9, column C) 0393 6,011,829 M.2.c
3. Not applicable
4. Held-to-maturity debt securities
restructured and in compliance with
modified terms (included in Schedule
RC-B, items 3 through 5, column A,
above 5,365. 0 M.4
5. Not applicable
6. Floating rate debt securities with a
remaining maturity of one year or less
(2,4) (included in Memorandum items
2.b.(1) through 2.b.(4) above) 5519 3,615 M.6
7. Amortized cost of held-to-maturity
securities sold or transferred to
available-for-sale or trading securities
during the calendar year-to-date
(report the amortized cost at
date of sale or transfer) 1778 0 M.7
8. High-risk mortgage securities (included
in the held-to-maturity and available-
for-sale accounts in Schedule RC-B,
item 4.b):
a. Amortized cost 8780 0 M.8.a
b. Fair value 8781 0 M.8.b
9. Structured notes (included in the held-
to-maturity and available-for-sale
accounts in Schedule RC-B, items 2,
3, and 5):
a. Amortized cost 8782 0 M.9.a
b. Fair value 8783 0 M.9.b
________________
(2) Includes held-to-maturity securities at amortized cost and available-
for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock and preferred stock.
(4) Memorandum items 2 and 6 are not applicable to saviongs banks that must
complete supplement Schedule RC-J.
Schedule RC-C - Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts reported
in this schedule. Report total loans and leases, net of unearned income.
Exclude assets held for trading.
C415 <-
Dollar Amounts in Thousands
(Column A) (Column B)
RCFD Consolidated RCON Domestic
Bank Offices
1. Loans secured by real
estate 1410 3,989,931 1.
a. Construction and
land development 1415 475,070 1.a
b. Secured by farmland
(including farm
residential and
other improvements) 1420 4,616 1.b
c. Secured by 1-4 family
residential properties:
(1) Revolving, open-end
loans secured by
1-4 family
residential
properties and
extended under
lines of credit 1797 483,632 1.c1
(2) All other loans
secured by 1-4
family
residential
properties:
(a) Secured by
first liens 5367 1,601,269 1.c2a
(b) Secured by
junior liens 5368 428,490 c.c2b
d. Secured by multifamily
(5 or more) residential
properties 1460 142,932 1.d
e. Secured by nonfarm
nonresidential properties 1480 853,922 1.e
2. Loans to depository
institutions:
a. To commercial banks
in the U.S. 1505 2,833 2.a
(1) To U.S. branches
and agencies of
foreign banks 1506 0 2.a1
(2) To other commercial
banks in the U.S. 1507 2,833 2.a2
b. To other depository
institutions in
the U.S. 1517 2,005 1517 2,005 2.b
c. To banks in foreign
countries 1510 14,478 2.c
(1) To foreign branches
of other U.S. banks 1513 0 2.c1
(2) To other banks in
foreign countries 1516 14,478 2.c2
3. Loans to finance
agricultural production
and other loans to farmers 1590 56,877 1590 56,877 3.
4. Commercial and industrial
loans:
a. To U.S. addresses
(domicile) 1763 3,166,728 1763 3,166,728 4.a
b. to non-U.S. addresses
(domicile) 1764 65,731 1764 65,731 4.b
5. Acceptances of other
banks:
a. Of U.S. banks 1756 0 1756 0 5.a
b. Of foreign banks 1757 3,547 1757 3,547 5.b
6. Loans to individuals for
household, family and other
personal expenditures
(i.e., consumer loans)
(includes purchased paper) 1975 2,302,528 6.
a. Credit cards and
related plans
(includes check
credit and other
revolving credit
plans) 2008 892,664 6.a
b. Other (includes
single payment,
installment, and
all student loans) 2011 1,409,864 6.b
7. Loans to foreign
governments and official
institutions (including
foreign central banks) 2081 0 2081 0 7.
8. Obligations (other than
securities and leases) of
states and political
subdivisions in the U.S.
(includes nonstated
industrial development
obligations) 2107 22,026 2107 22,026 8.
9. Other loans 1563 783,758 9.
a. Loans for purchasing
or carrying securities
(secured and unsecured) 1545 25,655 9.a
b. All other loans
(exclude consumer
loans) 1564 758,103 9.b
10. Lease financing receivables
(net of unearned income) 2165 327,102 10.
a. Of U.S. addresses
(domicile) 2182 327,102 10.a
b. Of non-U.S. addresses
(domicile) 2183 0 10.b
11. LESS: Any unearned income
on loans reflected in items
1-9 above 2123 0 2123 0 11.
12. Totals loans and leases,
net of unearned income
(sum of items 1 through
10 minus item 11) (total
of column must equal
Schedule RC, item 4.a) 2122 10,737,544 2122 10,737,544 12.
Schedule RC-C - Continued
Part I. Continued
Memoranda Dollar Amounts in Thousands
(Column A) (Column B)
RCFD Consolidated RCON Domestic
Bank Offices
1. Commercial paper included
in Schedule RC-C, part I,
above 1946 0 1946 0 M.1
2. Loans and leases
restructured and in
compliance with modified
terms (included in
Schedule RC-C, part I,
above, and not reported
as past due or nonaccrual
in Schedule RC-N,
Memorandum item 1):
a. Loans secured
by real estate:
(1) To U.S. addresses
(domicile) 1687 0 M.2.a1
(2) To non-U.S.
addresses
(domicile) 1689 0 M.2.a2
b. All other loans and
all lease financing
receivables (exclude
loans to individuals
for household, family,
and other personal
expenditures) 8691 0 M.2.b
c. Commercial and
industrial loans to
and lease financing
receivables of non-
U.S. addresses
(domicile) included
in Memorandum item
2.b above 8692 0 M.2.c
3. Maturity and repricing
data for loans and
lease (1) (excluding
those in nonaccrual
status):
a. Fixed rate loans
and leases with a
remaining maturity
of:
(1) Three months
or less 0348 157,066 M.3.a1
(2) Over three months
through 12 months 0349 291,338 M.3.a2
(3) Over one year
through five years 0356 1,806,292 M.3.a3
(4) Over five years 0357 929,846 M.3.a4
(5) Total fixed rate
loans and leases
(sum of Memorandum
items 3.a.(1)
through 3.a.(4)) 0358 3,184,542 M.3.a5
b. Floating rate loans
with a repricing
frequency of:
(1) Quarterly or
more frequently 4554 5,899,351 M.3.b1
(2) Annually or more
frequently, but
less frequently
than quarterly 4555 1,376,861 M.3.b2
(3) Every five years
or more frequently,
but less frequently
than annually 4561 246,714 M.3.b3
(4) Less frequently
than every five
years 4564 2,029 M.3.b4
(5) Total floating rate
loans (sum of
Memorandum
items 3.b.(1)
through 3.b.(4)) 4567 7,514,955 M.3.b5
c. Total loans and leases
(sum of Memorandum items
3.a.(5) and 3.b.(5))
(must equal the sum of
total loans and leases,
net from Schedule RC-R,
part I, item 12, plus
unearned income from
Schedule RC-C, part I,
item 11, minus total
accrual loans and
leases from Schedule
RC-N, sum of items 1
through 8, column C) 1479 10,699,497 M.3.c
d. Floating rate loans
with a remaining
maturity of
one year or less
(included in Memorandum
items 3.b.(1) through
3.b.(4) above A246 1,728,254 M.3.d
4. Loans to finance commercial
real estate, construction,
and land development
activities (not secured by
real estate) (included in
Schedule RC-C, part I,
items 4 and 9, column A,
page RC-6(2) 2746 23,645 M.4
5. Loans and leases held
for sale (included in
Schedule RC-C, part I,
above) 5369 0 M.5
6. Adjustable rate closed-end
loans secured by first liens
on 1-4 family residential
properties (included in
Schedule RC-C part I,
item 1.c.(2)(a), column B,
page RC-6) 5370 956,462 M.6
________________
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-
C, part I, item 1, column A.
Schedule RC-D - Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in
total assets or with $2 billion or more in par/notional amount of off-
balance sheet derivative contracts (as reported in Schedule RC-L, items
14.a through 14.e, columns A through D).
C420 <-
Dollar Amounts in Thousands
ASSETS
RCON
1. U.S. Treasury securities in domestic
offices 3531 0 1.
2. U.S. Government agency and corporation
obligations in domestic offices (exclude
mortgage-backed securities 3532 N/A 2.
3. Securities issued by states and political
subdivisions in the U.S. in domstic
offices 3533 0 3.
4. Mortgage-backed securities (MBS) in
domestic offices:
a. Pass-through securities issued or
guaranteed by FNMA, FHLMC, or GNMA 3534 N/A 4.a
b. Other mortgage-backed securities
issued or guaranteed by FNMA, FHLMC,
or GNMA (include CMOs, REMICs, and
stripped MBS) 3535 N/A 4.b
c. All other mortgage-backed securities 3536 N/A 4.c
5. Other debt securities in domestic offices 3537 N/A 5.
6. Certificates of deposit in domestic
offices 3538 N/A 6.
7. Commercial paper in domestic offices 3539 N/A 7.
8. Bankers acceptances in domestic offices 3540 N/A 8.
9. Other trading assets in domestic offices 3541 0 9.
10. Trading assets RCFN
in foreign offices 3542 N/A 10.
11. Revaluation gains on interest rate,
foreign exchange rate, and other commodity
and equity contracts: RCON
a. In domestic office 3543 N/A 11.a
b. In foreign RCFN
offices 3544 N/A 11.b
12. Total trading assets (sum of items
1 through 11) RCFD
(must equal Schedule RC, item 5) 3545 0 12.
LIABILITIES
13. Liability for short positions 3546 645 13.
14. Revaluation losses on interest rate,
foreign exchange rate, and other
commodity and equity contracts 3547 N/A 14.
15. Total trading liabilities (sum of
items 13 and 14)(must equal Schedule RC,
item 15.b) 3548 645 15.
Schedule RC-E - Deposit Liabilities
Part I. Deposits in Domestic Offices
C425 <-
Dollar Amounts in Thousands
Nontransaction
Transaction Accounts Accounts
- --------------------------------
--------------
(Column A) (Column B) (Column C)
Total
transaction
Total demand Total
accounts
demand deposits
nontransaction
(including total
(included accounts
Demand Deposits in
column a
(including MMDAs)
----------------
---------------
----------------
RCON RCON RCON
Deposits of:
1. Individuals,
partnerships
and
corporations 2201 3,566,022 2240 3,222,475 2346 11,077,384 1.
2. U.S. Government 2202 25,290 2280 25,259 2520 295 2.
3. States and
political
subdivisions in
the U.S. 2203 52,017 2290 35,883 2530 54,589 3.
4. Commercial banks
in the U.S. 2206 121,766 2310 121,714 2550 1,419 4.
5. Other depository
institutions in
the U.S. 2207 2,715 2312 2,707 2349 598 5.
6. Banks in foreign
countries 2213 6,394 2320 6,394 2236 0 6.
7. Foreign
governments and
official institu-
tions (including
foreign central
banks) 2216 147 2300 147 2377 0 7.
8. Certified and
official checks 2330 58,437 2330 58,437 8.
9. Total (sum of
items 1 through
8) (sum of
columns A and C
must equal
Schedule RC,
item 13.a) 2215 3,832,788 2210 3,473,016 2385 11,134,285 9.
Memoranda
Dollar Amounts in Thousands
1. Selected components of total deposits
(i.e., sum of item 9, columns A and C): RCON
a. Total Individual Retirement Accounts
(IRAs) and Keogh Plan accounts 6835 1,011,373 M.1.a
b. Total brokered deposits 2365 46 M.1.b
c. Fully insured brokered deposits
(included in Memorandum item 1.b
above):
(1) Issued in denominations of less
than $100,000 2343 46 M.1.c1
(2) Issued either in denominations
of $100,000 or in denominations
greater than $100,000 and participated
out by the broker in shares of
$100,000 or less 2344 0 M.1.c2
d. Maturity date for brokered deposits:
(1) Brokered deposits issued in
denominations of less than
$100,000 with a remaining
maturity of one year or less
(included in Memorandum item
1.c.(1) above A243 46 M.1.d1
(2) Brokered deposits issued in
denominations of less than
$100,000 or more with a remaining
maturity of one year or less
(included in Memorandum item
1.b above A244 0 M.1.d2
e. Preferred deposits (uninsured
deposits of states and political
subdivisions in the U.S. reported
in item 3 above which are secured
or collateralized as required under
state law) 5590 84,957 M.1.e
2. Components of total nontransaction
accounts (sum of Memorandum items 2.a
through 2.d must equal item 9, column
C above):
a. Savings deposits:
(1) Money market deposit
accounts (MMDAs) 6810 6,068,960 M.2.a1
(2) Other savings deposits
(excludes MMDAs) 0352 709,940 M.2.a2
b. Total time deposits of less
than $100,000 6648 3,527,506 M.2.b
c. Time certificates of deposit of
$100,000 or more 6645 782,311 M.2.c
d. Open-account time deposits of
$100,000 or more 6646 45,568 M.2.d
3. All NOW accounts (included in
column A above) 2398 359,772 M.3
4. Not applicable
Schedule RC-E - continued
Part I. Continued
Memorandum (Continued)
Dollar Amounts in Thousands
5. Maturity and repricing data for
time deposits of less than $100,000
(sum of Memorandum items 5.a.(1)
through 5.b.(3) must equal
Memorandum item 2.b above): (1)
a. Fixed rate time deposits of
less than $100,000 with a
remaining maturity of: RCON
(1) Three months or less A225 573,055 M.5.a1
(2) Over three months through
12 months A226 1,526,673 M.5.a2
(3) Over one year A227 1,414,322 M.5.a3
b. Floating rate time deposits
of less than $100,000 with
a repricing frequency of:
(1) Quarterly or more
frequently A228 13,456 M.5.b1
(2) Annually or more frequently,
but less frequently than
quarterly A229 0 M.5.b2
(3) Less frequently than annually A230 0 M.5.b3
c. Floating rate time deposits of
less than $100,000 with a remaining
maturity of one year or less
(included in Memorandum items 5.b.(1)
through 5.b.(3) above) A231 11,600 M.5.c
6. Maturity and repricing data for time
deposits of $100,000 or more (i.e., time
certificates of deposit of $100,000 or
more and open-account time deposits of
$100,000 or more) (sum of Memorandum
items 6.a.(1) through 6.b.(4) must equal
the sum of Memorandum items 2.c and 2.d
above):(1)
a. Fixed rate time deposits of $100,000
or more with a remaining maturity of:
(1) Three months or less A232 211,865 M.6.a1
(2) Over three months through
12 months A233 312,227 M.6.a2
(3) Over one year through five
years A234 257,187 M.6.a3
(4) Over five years A235 41,858 M.6.a4
b. Floating rate time deposits of
$100,000 or more with a repricing
frequency of:
(1) Quarterly or more frequently A236 4,742 M.6.b1
(2) Annually or more frequently,
but less frequently than
quarterly A237 0 M.6.b2
(3) Every five years or more
frequently, but less frequently
than annually A238 0 M.6.b3
(4) Less frequently than every
five years A239 0 M.6.b4
c. Floating rate time deposits of
$100,000 or more with a remaining
maturity of one year or less
(included in Memorandum items 6.b(1)
through 6.b(4) above) A240 0 M.6.c
________________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.
Schedule RC-E - continued
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
Dollar Amounts in Thousands
Deposits of: RCFN
1. Individuals, partnerships and
corporations 2621 489,220 1.
2. U.S. banks (including IBFs and foreign
branches of U.S. banks) 2623 0 2.
3. Foreign banks (including U.S. branches
and agencies of foreign banks,
including their IBFs) 2625 0 3.
4. Foreign governments and official
institutions (including foreign central
banks) 2650 0 4.
5. Certified and official checks 2330 0 5.
6. All other deposits 2668 0 6.
7. Total (sum of items 1 through 6) (must
equal Schedule RC, item 13.b) 2200 489,220 7.
Memorandum
Dollar Amounts in Thousands
RCFN
1. Time deposits with a remaining maturity
of one year or less (included in Part II,
item 7 above) A245 0 M.1
Schedule RC-F - Other Assets
C430 <-
Dollar Amounts in Thousands
RCFD
1. Income earned, not collected on loans 2164 76,532 1.
2. Net deferred tax assets (1) 2148 33,685 2.
3. Excess residential mortgage servicing
fees receivable 5371 0 3.
4. Other (itemize and describe amounts
that exceed 25% of this item) 2168 248,881 4.
TEXT
a. 3549: CORPORATE
OWNED LIFE INSURANCE 3549 131,594 4.a
b. 3550: 3550 N/A 4.b
c. 3551: 3551 N/A 4.c.
5. Total (sum of items 1 through 4) (must
equal Schedule RC, item 11) 2160 359,098 5.
Memorandum
Dollar Amounts in Thousands
RCFD
1. Deferred tax assets disallowed for
regulatory capital purposes 5610 0 M.1
Schedule RC-G - Other Liabilities
C435 <-
Dollar Amounts in Thousands
RCON
1. a. Interest accrued and unpaid on
deposits in domestic offices (2) 3645 61,933 1.a
b. Other expenses accrued and unpaid
(includes accrued RCFD income
taxes payable) 3646 109,293 1.b
2. Net deferred tax liabilities (1) 3049 0 2.
3. Minority interest in consolidated
subsidiaries 3000 0
3.
4. Other (itemize and describe amounts
that exceed 25% of this item) 2938 410,834 4.
TEXT RCFD
a. 3552: A/P TRADE
DATE 3552 377,258 4.a
b. 3553: 3553 N/A 4.b
c. 3554: 3554 N/A 4.c.
5. Total (sum of items 1 through 4) (must
equal Schedule RC, item 20) 2930 582,060 5.
_________________
(1) See discussion of deferred income taxes in Glossary entry on "income
taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
Schedule RC-H - Selected Balance Sheet Items for Domestic Offices
C440<-
Dollar Amounts in Thousands
Domestic Offices
RCON
1. Customer's liability to this bank on
acceptances outstanding 2155 3,427 1.
2. Bank's liability on acceptances executed
and outstanding 2920 3,427 2.
3. Federal funds sold and securities
purchased under agreements to resell 1350 226,056 3.
4. Federal funds purchased and securities
sold under agreements to repurchase 2800 562,836 4.
5. Other borrowed money 3190 301,905 5.
EITHER
6. Net due from own foreign offices, Edge
and Agreement subsidiaries, and IBFs 2163 N/A 6.
OR
7. Net due to own foreign offices, Edge
and Agreement subsidiaries, and IBFs 2941 489,220 7.
8. Total assets (excludes net due from
foreign offices, Edge and Agreement
subsidiaries, and IBFs) 2192 18,655,931 8.
9. Total liabilities (excludes net due to
foreign offices, Edge and Agreement
subsidiaries, and IBFs) 3129 16,731,419 9.
Items 10-17 include held-to-maturity and available-for-sale securities in
domestic offices.
10. U.S. Treasury securities 1779 474,782 10.
11. U.S. Government agency and corporation
obligations (excludes mortgage-backed
securities) 1785 171,227 11.
12. Securities issued by states and
political subdivisions in the U.S. 1786 657,855 12.
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA,
FHLMC, or GNMA 1787 1,354,078 13.a.1
(2) Other pass-through securities 1869 43,875 13.a.2
b. Other mortgage-backed securities
(include CMOs, REMICs, and stripped
MBS):
(1) Issued or guaranteed by FNMA,
FHLMC, or GNMA 1877 1,286,623 13.b.1
(2) All other mortgage-backed
securities 2253 1,005,152 13.b.2
14. Other domestic debt securities 3159 970,123 14.
15. Foreign debt securities 3160 48,115 15.
16. Equity securities:
a. Investments in mutual funds 3161 0 16.a
b. Other equity securities with
readily determinable fair values 3162 0 16.b
c. All other equity securities 3169 30,485 16.c
17. Total held-to-maturity and available-
for-sale securities (sum of items 10
through 16) 3170 6,042,315 17.
Memorandum (to be completed only by banks with IBFs and other "foreign"
offices)
Dollar Amounts in Thousands
EITHER
1. Net due from the IBF of the domestic
offices of the reporting bank 3051 N/A M.1
OR
2. Net due to the IBF of the domestic
offices of the reporting bank 3059 0 M.2
Schedule RC-I - Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices.
C445<-
Dollar Amounts in Thousands
RCFN
1. Total IBF assets of the consolidated
bank (component of Schedule RC,
item) 12 2133 N/A
1.
2. Total IBF loans and lease financing
receivables (component of Schedule RC-C,
part I, item 12, column A, 2076 N/A
2.
3. IBF commercial and industrial loans
(component of Schedule RC-C, part 1,
item 4, column A) 2077 N/A 3.
4. Total IBF liabilities (component of
Schedule RC, item 21) 2898 N/A 4.
5. IBF deposit liabilities due to banks,
including other IBFs (component of
Schedule RC-E, part II, items 2 and 3) 2379 N/A 5.
6. Other IBF deposit liabilities (component
of Schedule RC-E, part II, items 1, 4, 5,
and 6) 2381 N/A
6.
Schedule RC-K - Quarterly Averages (1)
C455<-
Dollar Amounts in Thousands
ASSETS RCFD
1. Interest-bearing balances due from
depository institutions 3381 364,062 1.
2. U.S. Treasury securities and U.S.
Government agency and corporation
obligations(2) 3382 2,983,686
2.
3. Securities issued by states and
political subdivisions in the U.S.(2) 3383 620,414 3.
4. a. Other debt securities(2) 3647 1,904,189 4.a
b. Equity securities (3)(includes
investments in mutual funds and
Federal Reserve stock) 3648 30,316 4.b
5. Federal funds sold and securities
purchased under agreements to resell
in domestic offices of the bank and
of its Edge and Agreement subsidiaries,
and in IBFs 3365 121,295
5.
6. Loans:
a. Loans in domestic offices: RCON
(1) Total loans 3360 10,667,138 6.a.1
(2) Loans secured by real estate 3385 3,663,538 6.a.2
(3) Loans to finance agricultural
production and other loans to
farmers 3386 55,378 6.a.3
(4) Commercial and industrial loans 3387 3,161,680 6.a.4
(5) Loans to individuals for
household, family, and other
personal expenditures 3388 3,047,279 6.a.5
b. Total loans in foreign offices,
Edge and Agreement subsidiaries, RCFN
and IBFs 3360 0 6.b
7. Trading RCFD
assets 3401 0
7.
8. Lease financing receivables (net of
unearned income) 3484 309,935 8.
9. Total assets(4) 336818,365,835
9.
LIABILITIES
10. Interest-bearing transaction accounts
in domestic offices (NOW accounts, ATS
accounts, and telephone and preauthorized
transfer accounts) (exclude demand RCON
deposits) 3485 328,233
10.
11. Nontransaction accounts in domestic
offices:
a. Money market deposit accounts
(MMDAs) 3486 5,847,054 11.a
b. Other savings deposits 3487 725,739 11.b
c. Time certificates of deposit
of $100,000 or more 3345 809,352 11.c
d. All other time deposits 3469 3,576,573 11.d
12. Interest-bearing deposits in foreign
offices, Edge and Agreement RCFN
subsidiaries, and IBFs 3404 540,980 12.
13. Federal funds purchased and securities
sold under agreements to repurchase in RCFD
domestic offices of the bank and of
its Edge and Agreement subsidiaries,
and in IBFs 3353 1,029,146
13.
14. Other borrowed money 3355 328,977 14.
_________________
(1) For all items, banks have the option of reporting either (1) an average
of daily figures for the quarter, or (2) an average of weekly figures
(i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on
historical cost.
(4) The quarterly average for total assets should reflect all debt
securities (not held for trading) at amortized cost, equity securities
with readily determinable fair values at the lower of cost or fair
value, and equity securities without readily determinable fair values
at historical cost.
Schedule RC-L - Off-Balance Sheet Items
C460<-
Dollar Amounts in Thousands
1. Unused commitments:
a. Revolving, open-end lines secured
by 1-4 family residential properties, RCFD
e.g., home equity loans 3814 330,585 1.a
b. Credit card lines 3815 3,104,689 1.b
c. Commercial real estate, construction,
and land development:
(1) Commitments to fund loans secured
by real estate 3816 435,606 1.c.1
(2) Commitments to fund loans not
secured by real estate 6550 96,119 1.c.2
d. Securities underwriting 3817 0 1.d
e. Other unused commitments 3818 3,657,242 1.e
2. Financial standby letters of credit and
foreign office guarantees
a. Amount of financial standby letters RCFD
of credit conveyed to others 3820 870
3. Performance standby letters of credit
and foreign office guarantees 3821 432,656 3.
a. Amount of performance standby
letters of credit conveyed to others 3822 900 3.a
4. Commercial and similar letters of credit 3411 60,808 4.
5. Participations in acceptances (as
described in the instructions) conveyed
to others by the reporting bank 3428 0 5.
6. Participations in acceptances (as
described in the instructions) acquired
by the reporting (nonaccepting) bank 3429 909 6.
7. Securities borrowed 3429 0 7.
8. Securities lent (including customer's
securities lent where the customer is
indemnified against loss by the reporting
bank) 3433 0 8.
9. Loans transferred (i.e., sold or swapped)
with recourse that have been treated as
sold for Call Report purposes:
a. FNMA and FHLMC residential mortgage
loan pools:
(1) Outstanding principal balance
of mortgages transferred as of
the report date 3650 0 9.a.1
(2) Amount of recourse exposure
on these mortgages as of the
report date 3651 0 9.a.2
b. Private nongovernment-issued or
-guaranteed) residential mortgage
loan pools:
(1) Outstanding principal balance
of mortgages as of the report
date 3652 0 9.b.1
(2) Amount of recourse exposure
on these mortgages as of the
report date 3653 0 9.b.2
c. Farmer Mac agricultural mortgage
loan pools:
(1) Outstanding principal balance
of mortgages as of the report
date 3654 0 9.c.1
(2) Amount of recourse exposure on
these mortgages transferred as
of the report date 3655 0 9.c.2
d. Small business obligations
transferred with recourse under
Section 208 of the Riegle Community
Development and Regulatory Improvement
Act of 1994:
(1) Outstanding principal balance
of small business obligations
transferred as of the report
date A249 0 9.d.1
(2) Amount of retain recourse on
these obligations as of the
report date A250 0 9.d.2
10. When-issued securities:
a. Gross commitments to purchase 3434 160,786 10.a
b. Gross commitments to sell 3435 0 10.b
11. Spot foreign exchange contracts 8765 4,276 11.
12. All other off-balance sheet liabilities
(exclude off-balance sheet derivatives)
(itemize and describe each component of
this item over 25% of Schedule RC,
item 28, "Total equity capital") 3430 0 12.
TEXT RCFD
a. 3555: 3555 N/A 12.a
b. 3556: 3556 N/A 12.b
c. 3557: 3557 N/A 12.c
d. 3558: 3558 N/A 12.d
13. All other off-balance sheet assets
(exclude off-balance sheet
derivatives) (itemize and describe
each component of this item over
25% of Schedule RC, item 28, "Total
equity capital") 5591 0 13.
TEXT RCON
a. 5592: 5592 N/A 13.a
b. 5593: 5593 N/A 13.b
c. 5594: 5594 N/A 13.c
d. 5595: 5595 N/A 13.d
C461 <-
Dollar Amounts in Thousands
Off-balance
Sheet (Column A) (Column B) (Column C) (Column D)
Derivatives Interest Foreign Equity Commodity
Position Rate Exchange Derivative And Other
Indicators Contracts Contracts Contracts Contracts
14. Gross amounts
(e.g., notional
amounts) (for
each column,
sum of items
14.a through
14.e must equal
sum of items
15, 16.a and
16.b):
a. Futures
contracts 0 0 0 0 14.a
RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8697
b. Forward
contracts 0 9,855 0 0 14.b
RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700
c. Exchange-
traded
option
contracts:
(1) written
options 0 0 0 0 14.c1
RCFD 8701 RCFD 8702 RCFD 8703 RCFD8704
(2) Purchased
options 0 0 0 0 14.c2
RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708
d. Over-the-
counter
option
contracts:
(1) written
options 227,010 0 0 0 14.d1
RCFD 8709 RCFD 8710 RCFD 8711 RCFD8712
(2) Purchased
options 915,235 0 0 0 14.d2
RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716
e. Swaps 5,472,915 0 0 0 14.e
RCFD 3450 RCFD3826 RCFD8719 RCFD8720
15. Total gross notional
amount of derivative
contracts held for
trading 0 9,855 0 0 15.
RCFD A126 RCFD A127 RCFD 8723 RCFD 8724
16. Total gross notional
amount of derivative
contracts held for
purposes other than
trading:
a. Contracts
marked
to market 641,193 0 0 0 16.a
RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728
b. Contracts not
marked to
market 5,973,967 0 0 0 16.b
RCFD 8729 RCFD 8730 RCFD 8731 RCFD 8732
17. Gross fair
values of
derivative
contracts:
a. Contracts
held for
trading:
(1) Gross
positive
fair
value 0 4,986 0 0 17.a1
RCFD 8733 RCFD 8734 RCFD 8735 RCFD 8736
(2) Gross
negative
fair
value 0 4,708 0 0 17.a2
RCFD 8737 RCFD 8738 RCFD 8739 RCFD 8740
b. Contracts
held for
purposes
other than
trading that
are marked to
market:
(1) Gross
positive
fair
value 5,220 0 0 0 17.b1
RCFD 8741 RCFD 8742 RCFD 8743 RCFD 8744
(2) Gross
negative
fair
value 7,857 0 0 0 17.b2
RCFD 8745 RCFD 8746 RCFD 8747 RCFD 8748
c. Contracts
held for
purposes
other than
trading that
are not
marked
to market
(1) Gross
positive
fair
value 5,633 0 0 0 17.c1
RCFD 8749 RCFD 8750 RCFD 8751 RCFD 8752
(2) Gross
negative
fair
value 32,697 0 0 0 17.c2
RCFD 8753 RCFD 8754 RCFD 8755 RCFD 8756
Memoranda
Dollar Amounts in Thousands
RCFD
1.-2. Not applicable
3. Unused commitments with an original
maturity exceeding one year that are
reported in Schedule RC-L, items 1.a
through 1.e, above (report only the
unused portions of commitments that
are fee paid or otherwise legally
binding) 3833 3,352,682 M.3
a. Participations in commitments
with an original maturity exceeding
one year conveyed to others 3834 111,249 M.3a
4. To be completed only by banks with
$1 billion or more in total assets:
Standby letters of credit and foreign
office guarantees (both financial and
performance) issued to non-U.S.
addressees (domicile) included in
Schedule RC-L, items 2 and 3, above 3377 437 M.4
5. Installment loans to individuals for
household, family, and other personal
expenditures that have been securitized
and sold without recourse (with servicing
retained), amounts outstanding by type of
loan:
a. Loans to purchase private passenger
automobiles (to be completed for
the September report only) 2741 N/A M.5.a
b. Credit cards and related plans
(TO BE COMPLETED QUARTERLY) 2742 0 M.5.b
c. All other consumer installment
credit (including mobile home
loans) (to be completed
for the September report only) 2743 N/A M.5.c
Schedule RC-M - Memoranda
C465 <-
Dollar Amounts in Thousands
1. Extensions of credit by the reporting
bank to its executive officers,
directors principal shareholders, and
their related interests as of the report
date:
a. Aggregate amount of all extensions
of credit to all executive officers,
directors, principal shareholders, RCFD
and their related interests 6164 1,469 1.a
b. Number of executive officers,
directors, and principal
shareholders to whom the amount of
all extensions of credit by the
reporting bank (including extensions
of credit to related interests)
equals or exceeds the lesser of
$ 500,000 or 5 percent of total
capital as defined for this purpose
in agency regulations 6165 0 1.b
2. Federal funds sold and securities
purchased under agreements to resell
with U.S. branches and agencies of
foreign banks (1) (including in
Schedule RC, items 3.a and 3.b) 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of
1-4 family residential mortgage
loans serviced for others (include
both retained servicing and
purchased servicing):
a. Mortgages serviced under a
GNMA contract: 5500 0 4.a
b. Mortgages serviced under a
FHLMC contract:
(1) Serviced with recourse
to servicer 5501 0 4.b.1
(2) Serviced without recourse to
servicer 5502 0 4.b.2
c. Mortgages serviced under FNMA
contract:
(1) Serviced under a regular option
contract 5503 0 4.c.1
(2) Serviced under a special option
contract 5504 0 4.c.2
d. Mortgages serviced under other
servicing contracts 5505 0 4.d
5. To be completed only by banks with
$1 billion or more in total assets:
Customers' liability to this bank on
acceptances outstanding (sum of items 5.a
and 5.b must equal Schedule RC, item 9):
a. U.S. addressees (domicile) 2103 1,270 5.a
b. Non-U.S. addressees (domicile) 2104 2,157 5.b
6. Intangible assets:
a. Mortgage servicing rights 3164 0 6.a
b. Other identifiable intangible assets:
(1) Purchased credit card
relationships 5506 3,942 6.b.1
(2) All other identifiable intangible
assets 5507 9,384 6.b.2
c. Goodwill 3163 3,002 6.c
d. Total (sum of items 6.a through 6.c)
(must equal Schedule RC, item 10) 2143 16,328 6.d
e. Amount of intangible assets (included
in item 6.b.(2) above) that have been
grandfathered or are otherwise
qualifying for regulatory capital
purposes 6442 0 6.e
7. Mandatory convertible debt, net of
common or perpetual preferred stock
dedicated to redeem the debt 3295 0 7.
______________________
(1) do not report federal funds sold and securities purchased under
agreements to
resell with other commercial banks in the U.S. in this item.
Schedule RC-M - Continued
Dollar Amounts in Thousands
8. a. Other real estate owned: RCFD
(1) Direct and indirect investments
in real estate ventures 5372 0 8.a.1
(2) All other real estate owned: RCON
(a) Construction and land
development in domestic
offices 5508 0 8.a.2a
(b) Farmland in domestic
offices 5509 0 8.a.2b
(c) 1-4 family residential
properties in domestic
offices 5510 3,466 8.a.2c
(d) Multifamily (5 or more)
residential properties in
domestic offices 5511 2 8.a.2d
(e) Nonfarm nonresidential
properties in domestic
offices 5512 1,645 8.a.2e
(f) In foreign RCFN
offices 5513 0 8.a.2f
(3) Total (sum of items 8.a.(1)
and 8.a.(2)) RCFD
(must equal Schedule RC, item 7) 2150 5,113 8.a.3
b. Investments in unconsolidated
subsidiaries and associated companies:
(1) Direct and indirect investments
in real estate ventures 5374 0 8.b.1
(2) All other investments in
unconsolidated subsidiaries and
associated companies 5375 693 8.b.2
(3) Total (sum of items 8.b.(1)
and 8.b.(2)) (must equal
Schedule RC, item 8) 2130 693 8.b.3
c. Total assets of unconsolidated
subsidiaries and associated companies 5376 19,606 8.c
9. Noncumulative perpetual preferred stock
and related surplus included in Schedule
RC, item 23, "Perpetual preferred stock
and related surplus" 3778 0 9.
10. Mutual fund and annuity sales in
domestic offices during the quarter
(include proprietary, private label,
and third party mutual funds):
RCON
a. Money market funds 6441 252 10.a
b. Equity securities funds 8427 28,355 10.b
c. Debt securities funds 8428 18,249 10.c
d. Other mutual funds 8429 0 10.d
e. Annuities 8430 22,900 10.e
f. Sales of proprietary mutual funds
and annuities (included in items
10.a through 10.e above) 8784 17,606 10.f
Memorandum
Dollar Amounts in Thousands
1. Interbank holdings of capital
instruments (to be completed for
the December report only):
RCFD
a. Reciprocal holdings of banking
organizations' capital instruments 3836 N/A M.1.a
b. Nonreciprocal holdings of banking
organizations' capital instruments 3837 N/A M.1.b
Schedule RC-N - Past Due and Nonaccrual Loans, Leases, and Other Assets
The FFIEC regards the information reported in all of Memorandum item 1, in
items 1 through 10, column A, and in Memorandum items 2 through 4, column
A, as confidential.
C470<-
Dollar Amounts in Thousands
(Column A) (Column B)
(Column
C)
Past
due 30 Past due
Nonaccrual
through 90 days
89 days or more
and still and still
accruing accruing
- -------------
- -------------
-------------
1. Loans secured by real
estate: RCFD RCFD RCFD
a. To U.S. addressees
(domicile) 1245 59,645 1246 8,403 1247
b. To non-U.S.
addressees
(domicile) 1248 0 1249 0 1250
2. Loans to depository
institutions and
acceptances of
other banks:
a. To U.S. banks
and other U.S.
depository
institutions 5377 26 5378 0 5379
b. To foreign banks 5380 2,000 5381 0 5382
3. Loans to finance
agricultural production
and other loans to
farmers 1594 136 1597 30 1583
4. Commercial and
industrial loans:
a. To U.S. addressees
(domicile) 1251 13,305 1252 1,195 1253
b. To non-U.S.
addressees
(domicile) 1254 35,750 1255 97 1256
5. Loans to individuals
for household,
family, and other
personal expenditures:
a. Credit cards and
related plans 5383 21,003 5384 12,893 5385
b. Other (includes
single payment,
installment, and
all student loans) 5386 18,182 5387 4,283 5388
6. Loans to foreign
governments official
institutions 5389 0 5390 0 5391
7. All other loans 5459 0 5460 0 5461
8. Lease financing
receivables:
a. Of U.S. addressees
(domicile) 1257 3,534 1258 357 1259
b. On non-U.S.
addressees
(domicile) 1271 0 1272 0 1791
9. Debt securities and
other assets (exclude
other real estate owned
and other repossessed
assets) 3505 1 3506 0 3507
Amounts reported in items 1 through 8 above include guaranteed and
unguaranteed portions of past due and nonaccrual loans and leases. Report
in item 10 below certain guaranteed loans and leases that have already been
included in the amounts reported in items 1 through 8.
10. Loans and leases
reported in items
1 through 8 above
which are wholly or
partially guaranteed
by the U.S. RCFD RCFD RCFD
Government 5612 5,805 5613 3,055 5614
a. Guaranteed portion
of loans and leases
included in item 10
above 5615 5,152 5616 3,023 5617
Schedule RC-N - Continued
Memoranda C473<-
Dollar Amounts in Thousands
(Column A)
(Column B) (Column C)
Past due 30
Past due Nonaccrual
through 90 days
89 days or more
and still and still
accruing accruing
-------------
-------------
-------------
1. Restructured loans and
leases included in
Schedule RC-N, items
1 through 8, above
(and not reported in
Schedule RC-C, Part I, RCFD RCFD RCFD
Memorandum item 2) 1658 0 1659 0 1661 0M.1
2. Loans to finance
commercial real
estate, construction,
and land development
activities (not
secured by real
estate) included
in Schedule RC-N,
items 4 and 7, above 6558 62 6559 124 6560 32M.2
3. Loans secured by
real estate in
domestic offices
(included in
Schedule RC-N, item
1, above): RCON RCON RCON
a. Construction
and land
development 2759 1,401 2769 109 3492 723M.3a
b. Secured by
farmland 3493 46 3494 0 3495 1M.3b
c. Secured by 1-4
family
residential
properties:
(1) Revolving,
open-end loans
secured by 1-4
family residential
properties and
extended under
lines of credit 5398 10,498 5399 1,881 5400 1,926M.3c1
(2) All other
loans secured
by 104
family
residential
properties 5401 45,500 5402 5,210 5403 17,210M.3c2
d. Secured by
multifamily
(5 or more)
residential
properties 3499 244 3500 585 3501 717M.3d
e. Secured by
nonfarm
nonresidential
properties 3502 1,965 3503 618 3504 2,689M.3e
(Column A)
(Column B)
Past due 30
Past due
through 90 days
89 days or more
-------------
-------------
4. Interest rate,
foreign exchange
rate, and
other commodity
and equity contracts:
a. Book value of
amounts carried RCFD RCFD
as assets 3522 0 3528 0 M.4.a
b. Replacement cost
of contracts with
a positive
replacement cost 3529 0 3530 0 M.4.b
Schedule RC-O - Other Data for Deposit Insurance Assessments
C475 <-
Dollar Amounts in Thousands
1. Unposted debits (see instructions): RCON
a. Actual amount of all unposted
debits 0030 0 1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted
debits to demand deposits 0031 N/A 1.b1
(2) Actual amount of unposted debits
to time and savings deposits(1) 0032 N/A 1.b2
2. Unposted credits (see instructions):
a. Actual amount of all unposted
credits 3510 6,667 2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits
to demand deposits 3512 N/A 2.b1
(2) Actual amount of unposted credits
to time and savings deposits (1) 3514 N/A 2.b2
3. Uninvested trust funds (cash) held in
bank's own trust department not included
in total deposits in domestic offices) 3520 2,848 3.
4. Deposits of consolidated subsidiaries
in domestic offices and in insured
branches in Puerto Rico and U.S.
territories and possessions (not
included in total deposits):
a. Demand deposits of consolidated
subsidiaries 2211 67 4.a
b. Time and savings deposits (1)
of consolidated subsidiaries 2351 0 4.b
c. Interest accrued and unpaid
on deposits of consolidated
subsidiaries 5514 0 4.c
5. Deposits in insured branches in
Puerto Rico and U.S. territories
and possessions:
a. Demand deposits in insured
branches (included in Schedule
RC-E, Part II) 2229 0 5.a
b. Time and savings deposits (1)
in insured branches (included in
Schedule RC-E, Part II) 2383 0 5.b
c. Interest accrued and unpaid on
deposits in insured branches
(included in Schedule RC-G,
item 1.b) 5515 0 5.c
Item 6 is not applicable to state nonmember banks that have not been
authorized by the Federal Reserve to act as pass-through correspondents.
6. Reserve balances actually passed
through to the Federal Reserve by
the reporting bank on behalf of its
respondent depository institutions
that are also reflected as deposit
liabilities of the reporting bank:
a. Amount reflected in demand
deposits (included in Schedule
RC-E, Part I, RCON
Memorandum item 4.a) 2314 0 6.a
b. Amount reflected in time and
savings deposits (1) (included
in Schedule RC-E, Part I,
Memorandum item 4.b) 2315 0 6.b
7. Unamortized premiums and discounts
on time and savings deposits:(1)
a. Unamortized premiums 5516 24,899 7.a
b. Unamortized discounts 5517 0 7.b
8. To be completed by banks with
"Oakar deposits."
Total "Adjusted Attributable Deposits"
of all institutions acquired under
Section 5(d)(3) of the Federal Deposit
insurance Act (from most recent FDIC
Oakar Transaction Worksheet(s)) 5518 4,154,367 8.
9. Deposits in lifeline accounts 9.
10. Benefit-responsive "Depository
Institution Investment Contracts"
(included in total deposits in
domestic offices) 8432 0 10.
___________________
(1) For FDIC insurance assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other
than demand deposits.
Schedule RC-O - Continued
Dollar Amounts in Thousands
11. Adjustments to demand deposits
reported in Schedule RC-E for certain
reciprocal demand balances:
a. Amount by which demand deposits
would be reduced if reciprocal
demand balances between the
reporting bank and savings
associations were reported
on a net basis rather than a RCON
gross basis in Schedule RC-E 8785 0 11.a
b. Amount by which demand deposits
would be increased if reciprocal
demand balances between the
reporting bank and U.S. branches
and agencies of foreign banks were
reported on a gross basis rather
than a net basis in Schedule RC-E A181 0 11.b
c. Amount by which demand deposits
would be increased if cash items
in process of collection were
included in the calculation of net
reciprocal demand balances between
the reporting bank and the domestic
offices of U.S. banks and savings
associations in Schedule RC-E A182 0 11.c
Memoranda
(to be completed each quarter
except as noted) Dollar Amounts in Thousands
1. Total deposits in domestic offices of
the bank (sum of Memorandum items
1.a(1) and 1.b.(1) must equal
Schedule RC, item 13.a):
a. Deposit accounts of $100,000
or less: RCON
(1) Amount of deposit accounts
of $100,000 or less 2702 10,728,184 M.1.a1
(2) Number of deposit accounts
of $100,000 or less
(to be completed for June
report only) 3779 N/A M.1a2
b. Deposit accounts of more than
$100,000:
(1) Amount of deposit accounts
of more than $100,000: 2722 14,320 M.1b2
(2) Number of deposit accounts
of more than $100,000: 2722 14,320 M.1.b2
2. Estimated amount of uninsured deposits
in domestic offices of the bank:
a. An estimate of your bank's
uninsured deposits can be determined
by multiplying the number of deposit
accounts of more than $100,000
reported in Memorandum item 1.b.(2)
above by $100,000 and subtracting
the result from the amount of deposit
accounts of more than $100,000 reported
in Memorandum item 1.b.(1) above.
Indicate in the appropriate box at
the right whether your bank has a
method or procedure for determining
a better estimate of uninsured
deposits than the estimate described
above RCON Yes No
b. If the box marked YES has been
checked, report the estimate of 6861 X M.2.a
uninsured deposits determined by
using your bank's method or
procedure 5597 N/A M.2.b
C477<-
Person to whom questions about the Reports of Condition and Income should
be directed:
(214) 290-7615
Sharon Dean, Senior Manager
Name and Title (TEXT 8901) Area code/phone number/extension (TEXT 8902)
Schedule RC-R - Regulatory Capital
This schedule must be completed by all banks as follows: Banks that
reported total assets of $1 billion or more in Schedule RC, item 12, for
June 30, 1995, must complete items 2 through 9 and Memoranda items 1 and 2.
Banks with assets of less than $1 billion must complete items 1 through 3
below or Schedule RC-R in its entirety, depending on their response to item
1 below.
1. Test for determining the extent
to which Schedule RC-R must be
completed.
To be completed only by banks with
total assets of less than $1 billion. C480<-
Indicate in the appropriate box at
the right whether the bank has total
capital greater than or equal to
eight percent of adjusted total RCFD Yes No
assets 6056 N/A 1.
For purposes of this test,
adjusted total assets equals total
assets less cash, U.S. Treasuries,
U.S. Government agency obligations,
and 80 percent of U.S. Government-
sponsored agency obligations plus
the allowance for loan and lease
losses and selected off-balance sheet
items as reported on Schedule RC-L
(see instructions).
If the box marked YES has been
checked, then the bank only has to
complete items 2 and 3 below. If
the box marked NO has been checked,
the bank must complete the remainder
of this schedule.
A NO response to item 1 does not
necessarily mean that the bank's
actual risk-based capital ratio is
less than eight percent or that the
bank is not in compliance with
the risk-based capital guidelines.
Items 2 and 3 are to be completed
by all banks.
Dollar Amounts in Thousands
(Column A) (Column B)
Subordinated
Debt
Intermediate Other
Term Limited-Life
Preferred Capital
Stock Instruments
------------- ------------
2. Subordinated debt(1) and
other limited-life capital
instruments (original
weighted average maturity
of at least five years)
with a remaining maturity
of: RCFD RCFD
a. One year or less 3780 0 3786 0 2.a
b. Over one year through
two years 3781 0 3787 2.b
c. Over two years through
three years 3782 0 3788 0 2.c
d. Over three years through
four years 3783 0 3789 0 2.d
e. Over four years through
five years 3784 0 3790 0 2.e
f. Over five years 3785 0 3791 0 2.f
3. Amounts used in calculating
regulatory capital ratios
(report amounts determined
by the bank for its own
internal regulatory capital
analyses): RCFD
a. Tier 1 capital 8274
1,399,450 3.a
b. Tier 2 capital 8275
118,958 3.b
c. Total risk-based capital 3792
1,518,408 3.c
d. Excess allowance for
loan and lease losses A222 0 3.d
e. Risk-weighted assets A223
14,374,257 3.e
f. "Average total assets" A224
18,353,449 3.f
Items 4-9 and Memoranda items 1 and 2 are
to be completed by banks that answered NO
to item 1 above and by banks with total
assets of $1 billion or more.
(Column A) (Column B)
Credit
Assets Equivalent
Recorded Amount of
on the Off-Balance
Balance Sheet
Sheet Items (2)
-------------
- ------------
4. Assets and credit equivalent
amounts of off-balance
sheet items assigned to
the Zero percent risk
category:
a. Assets recorded on
the balance sheet:
(1) Securities issued by,
other claims on,
and claims
unconditionally
guaranteed by, the
U.S. Government
and its agencies RCFD RCFD
and other OECD
central governments 3794 910,689 4.a.1
(2) All other 3795 476,755 4.a.2
b. Credit equivalent amount
of off-balance sheet
items 3796 132,917 4.b
___________________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not report in column B the risk-weighted amount of assets reported
in column A.
Schedule RC-R - Continued
Dollar Amounts in Thousands
(Column A) (Column B)
Credit
Assets Equivalent
Recorded Amount of
on the Off-Balance
Balance Sheet
Sheet Items (2)
-------------
- ------------
5. Assets and credit equivalent
amounts of off-balance
sheet items assigned to the
20 percent risk category:
a. Assets recorded on the
balance sheet:
(1) Claims conditionally
guaranteed by the U.S.
Government and its
agencies and other
OECD central RCFD RCFD
governments 3798 281,276 5.a.1
by, the U.S.
Government and
its agencies
(2) Claims collateralized
by securities issued
by the U.S. Government
and its agencies
and other OECD central
governments; by
securities issued by
U.S. Government-
sponsored agencies;
and by cash on
deposit 3799 0 5.a.2
(3) All other 3800 4,059,062 5.a.3
b. Credit equivalent amount
of off-balance sheet
items 3801 87,567 5.b
6. Assets and credit equivalent
amounts of off-balance
sheet items assigned to
the 50 percent risk
category:
a. Assets recorded on
the balance sheet 3802 2,763,265 6.a
b. Credit equivalent
amount of off-balance
sheet items 3803 74,334 6.b
7. Assets and credit equivalent
amounts of off-balance
sheet items assigned to the
100 percent risk category:
a. Assets recorded on
the balance sheet 3804 10,287,386 7.a
b. Credit equivalent amount
of off-balance sheet
items 3805 1,808,375 7.b
8. On-balance sheet asset values
excluded from the calculation
of the risk-based capital
ratio(2) 3806 23,456 8.
9. Total assets recorded on the
balance sheet (sum of
items 4.a, 5.a, 6.a, 7.a
and 8, column A) (must equal
Schedule RC, item 12 plus
items 4.b and 4.c) 3807 18,774,889 9.
Memoranda
Dollar Amounts in Thousands
RCFD
1. Current credit exposure
across all off-balance
sheet derivative contracts
covered by the risk-based
capital standards 8764 10,858 M.1
- ------------------------------ With a remaining
Maturity of
- -------------------------------------
-------(Column B)---------
------(Column A)------
Over one year
--------(Column C)--------
One year or less
through five years
Over five years
(Column A) (Column B)
(Column C)
One year Over one Over
or less year Five
through Years
five years
-------------
-------------
------------
2. Notional
principal
amounts
of off-
balance sheet
derivative
contracts:(3)
RCFD RCFD RCFD
a. Interest
rate
contracts 3809 1,890,751 8766 3,609,931 8767 174,011 M.2a
b. Foreign
exchange
contracts 3812 6,963 8769 0 8770 0 M.2b
c. Gold
contracts 8771 0 8772 0 8773 0 M.2c
d. Other
precious
metals
contracts 8774 0 8775 0 8776 0 M.2d
e. Other
commodity
contracts 8777 0 8778 0 8779 0 M.2e
f. Equity
derivative
contracts A000 0 A001 0 A002 0 M.2f
______________
(1) Do not report in column B the risk-weighted amount of assets reported
in column A.
(2) Include the difference between the fair value and the amortized cost of
available-for-sale securities in item 8 and report the amortized cost
of these securities in items 4 through 7 above. Item 8 also includes
on-balance sheet asset values (or portions thereof) of off-balance
sheet interest rate, foreign exchange rate, and commodity contracts and
those contracts (e.g. future contracts) not subject to risk-based
capital. Exclude from item 8 margin amount that may be included in
Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days
or less and all futures contracts.
Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on March 31, 1996
Bank One, Texas, N.A. Dallas TX
--------------------------- ---------- -------
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, submit a brief
narrative statement on the amounts reported in the Reports of Condition and
Income. This optional statement will be made available to the public,
along with the publicly available data in the Reports of Condition and
Income, in response to any request for individual bank report data.
However, the information reported in column A and in all of Memorandum item
1 of Schedule RC-N is regarded as confidential and will not be released to
the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE
THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF
INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE
CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE
NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF
THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No
comment" box below and should make no entries of any kind in the space
provided for the narrative statement; i.e., DO NOT enter in this space such
phrases as "No statement," "Not applicable," "N/A," "No comment," and
"None."
The optional statement must be entered on this sheet. The statement should
not exceed 100 words. Further, regardless of the number of words, the
statement must not exceed 750 characters, including punctuation,
indentation, and standard spacing between words and sentences. If any
submission should exceed 750 characters, as defined, it will be truncated
at 750 characters with no notice to the submitting bank and the truncated
statement will appear as the bank's statement both on agency computerized
records and in computer-file releases to the public.
All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who
thereby attests to its accuracy.
If, subsequent to the original submission, material changes are submitted
for the data reported in the Reports of Condition and Income, the existing
narrative statement will be deleted from the files, and from disclosure;
the bank, at its option, may replace it with a statement, under signature,
appropriate to the amended data.
The optional narrative statement will appear in agency records and in
release to the public exactly as submitted (or amended as described in the
preceding paragraph) by the management of the bank (except for the
truncation of statements exceeding the 750-character limit described
above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE
SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE, DISCLOSURE OF THE STATEMENT
SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR
CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT
TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT
SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.
Dollar Amounts in Thousands
No comment: (RCON 6979) C471 C472<-
BANK MANAGEMENT STATEMENT (Please type or print clearly) (TEXT 6980)
Schedule RC-N, Item 9 Column C represents an other asset, as opposed to a
debt security, on a nonaccrual status; therefore, total debt securities per
Schedule RC-B do not agree to total debt securities and other assets per
Schedule RC-N.
________________________ _____________
Signature of Executive Date of Signature
Officer of Bank
THIS PAGE TO BE COMPLETED BY ALL BANKS
--------------------------------------------------------------------------
OMB No. for OCC: 1557-0081
OMB No. for FDIC: 3064-0052
OMB No. for Federal Reserve: 7100-0036
Expiration Date: 03/31/96
SPECIAL REPORT
(Dollar Amounts in Thousands)
CLOSE OF BUSINESS DATE: FDIC Certificate Number:
March 31, 1996 27474 C700
--------------------------------------------------------------------------
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
--------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but
does not constitute a part of the Report of Condition. With each Report of
Condition, these Laws require all banks to furnish a report of all loans or
other extensions of credit to its executive officers made since the date of
the previous Report of Condition. Data regarding individual loans or other
extensions of credit are not required. If no such loans or other
extensions of credit were made during the period, insert "none" against
subitem (a). (Exclude the first $15,000 of indebtedness of each executive
officer under bank credit card plan). See Sections 215.2 and 215.3 of
Title 12 of the Code of Federal Regulations (Federal Reserve Board
Regulation O) for the definitions of "executive officer" and "extension of
credit," respectively. Exclude loans and other extensions of credit to
directors and principals shareholders who are not executive officers.
--------------------------------------------------------------------------
RCFD
a. Number of loans made
to executive officers
since the previous
Call Report date 3561 NONE a.
b. Total dollar amount of
above loans (in thousands
of dollars) 3562 0 b.
c. Range of interest charged
on above loans (example:
9-3/4% = 9.75) 7701/7702 0.00% to 0.00% c.
--------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER
AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)
_________________________________ ______________________
NAME AND TITLE OF PERSON TO WHOM AREA CODE/PHONE NUMBER/
INQUIRIES MAY BE DIRECTED: (TEXT 8903) EXTENSION:
(TEXT 8904)
(214) 290-7615
Sharon Dean, Senior Manager
--------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------
REPORT OF CONDITION
--------------------------------------------------------------------------
Consolidating domestic and foreign subsidiaries of the
Bank One, Texas, N.A. of Dallas
in the state Texas, at the close of business on March 31, 1996
published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161.
Charter Number 27474, Comptroller of the Currency, District.
Statement of Resources and Liabilities
--------------------------------------------------------------------------
Dollars Amounts in Thousands
ASSETS
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency
and coin 900,723
Interest-bearing balances 304,954
Securities:
Held-to-maturity securities 188,444
Available-for-sale securities 5,853,871
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold 224,914
Securities purchased under agreements to
resell 1,142
Loans and lease financing receivables:
Loan and leases, net of unearned income 10,737,544
LESS: Allowance for loan and lease losses 118,958
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance, and reserve 10,618,586
Assets held in trading accounts 0
Premises and fixed assets (including
capitalized leases) 178,638
Other real estate owned 5,113
Investments in unconsolidated subsidiaries
and associated companies 693
Customers' liability to this bank on
acceptances outstanding 3,427
Intangible assets 16,328
Other assets 359,098
Total assets 18,655,931
--------------------------------------------------------------------------
Administrator of National Banks
--------------------------------------------------------------------------
Bank One, Texas, N.A.
REPORT OF CONDITION (Continued)
Dollars Amounts in Thousands
LIABILITIES
Deposits:
In domestic offices 14,967,073
Noninterest-bearing 3,505,812
Interesting-bearing 11,461,261
In foreign offices, Edge and
Agreement subsidiaries, and IBFs 489,220
Noninterest-bearing 0
Interest-bearing 489,220
Federal Funds purchased and securities
sold under agreements to repurchase in
domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs:
Federal funds purchased and securities
sold under agreements to repurchase in
domestic offices of the bank and of
its Edge and Agreement subsidiaries,
and in IBFs Federal funds purchased 562,829
Securities sold under agreements
to repurchase 7
Demand notes issued to the U.S. Treasury 313,333
Trading liabilities 645
Other borrowed money:
With original maturity of one year
or less 301,905
With original maturity of more than
one year 0
Mortgage indebtedness and obligations under
capitalized leases 140
Bank's liability on acceptances executed and
outstanding 3,427
Subordinated notes and debentures 0
Other liabilities 582,060
Total liabilities 17,220,639
Limited-life preferred stock and related
surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related
Surplus 0
Common stock 224,000
Surplus 786,541
Undivided profits and capital reserves 401,295
Net unrealized holding gains (losses)
on available-for-sale securities 23,456
Cumulative foreign currency translation
adjustments 0
Total equity capital 1,435,292
Total Liabilities, Limited-Life preferred
stock and equity capital 18,655,931
We, the undersigned directors, attest to the correctness of this statement
of resources and liablities. We 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 and is true and correct.
_________________________________
_________________________________
_________________________________
I, Bobby Doxey
of the above-named bank do hereby declare that this Report of Condition is
true and correct to the best of mu knowledge and belief.
_________________________________
Signature
_________________________________
Date