-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BMYMg/P1GWspOTL8nnTjsxzzziSkUcszdUZalC6o5u3iBNIpcQXuDj9rsPuZDpMk 0cIUWn7crxDCDtIM/jOW1Q== 0000899140-96-000273.txt : 19960613 0000899140-96-000273.hdr.sgml : 19960613 ACCESSION NUMBER: 0000899140-96-000273 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960611 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLL INC CENTRAL INDEX KEY: 0001011570 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 251648603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-02972 FILM NUMBER: 96579165 BUSINESS ADDRESS: STREET 1: 1235 WATER ST CITY: EAST GREENVILLE STATE: PA ZIP: 18041 BUSINESS PHONE: 2156797991 MAIL ADDRESS: STREET 1: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 S-4/A 1 AMENDMENT NO. 3 As filed with the Securities and Exchange Commission on June 11, 1996 Registration No. 333-2972 ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KNOLL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2522 25-1648603 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) T.K.G. Acquisition Corp. Delaware 13-3873847 Knoll Overseas, Inc. Delaware 25-1648603 Spinneybeck Enterprises, Inc. New York 16-1159029 (Exact name of registrants as specified (State or other jurisdiction of (I.R.S. Employer in their charters) incorporation or organization) Identification No.)
1235 Water Street, East Greenville, PA 18041, (215) 679-7991 (Address,including zip code, and telephone number, including area code, of the Registrant's principal executive offices) Patrick A. Milberger, Esq. 1235 Water Street East Greenville, PA 18041 (215) 679-7991 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies To: Michael A. Schwartz, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 (212) 821-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] The Registrants hereby amend 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ============================================================================= EXPLANATORY NOTE This Amendment No. 3 to the Registration Statement on Form S-4 of Knoll, Inc. is being made solely for the purpose of filing the exhibit attached thereto. No changes have been made to the Prospectus included therein. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. The Company, which is a Delaware corporation, is empowered by the Delaware General Corporation Law, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of the Company. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Certificate of Incorporation and By-Laws of the Company provide for indemnification of the directors and officers of such entities to the full extent permitted by the Delaware General Corporation Law. Article Seven of the Company's Certificate of Incorporation provides as follows: SEVENTH: 1. Indemnification. The Corporation shall indemnify to the fullest extent permitted under and in accordance with the laws of the State of Delaware 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, incorporator, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of or in any other similar capacity with 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, shall not, of itself, create a presumption that the person had reasonable cause to believe that his conduct was unlawful. 2. Payment of Expenses. Expenses (including attorneys' fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the indemnified person 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 Article SEVENTH. 3. Nonexclusivity of Provision. The indemnification and other rights set forth in this Article SEVENTH shall not be exclusive of any provisions with respect thereto in the by-laws or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation. 4. Effect of Repeal. Neither the amendment nor repeal of this Article SEVENTH, subparagraph 1, 2, or 3, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article SEVENTH, subparagraph 1, 2, or 3, shall eliminate or reduce the effect of this Article SEVENTH, subparagraphs 1, 2, and 3, in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to this Article SEVENTH, subparagraph 1, 2, or 3, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted. 5. Limitation on Liability. No director or officer shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director or officer, except for any matter in respect of which such director or officer (A) shall be liable under Section 174 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (B) shall be liable by reason that, in addition to any and all other requirements for liability, he: (i) shall have breached his duty of loyalty to the Corporation or its stockholders; (ii) shall not have acted in good faith or, in failing to act, shall not have acted in good faith; (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law; or (iv) shall have derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. The Company maintains an insurance policy providing for indemnification of its officers, directors and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions. Item 21. Exhibits and Financial Statement Schedules. (a) Exhibits: *3.1 --Certificate of Incorporation of the Company. *3.2 --By-laws of the Company. *3.3 --Amended and Restated Certificate of Incorporation of TKG. *3.4 --By-laws of TKG. *3.5 --Restated Certificate of Incorporation of Knoll Overseas, Inc. *3.6 --By-laws of Knoll Overseas, Inc. *3.7 --Certificate of Incorporation of Spinneybeck Enterprises, Inc. *3.8 --By-laws of Spinneybeck Enterprises, Inc. *4.1 --Indenture, dated as of February 29, 1996, by and among the Company, TKG Sub, TKG, The Knoll Group, Inc., Knoll North America, Inc., Spinneybeck Enterprises, Inc. and Knoll Overseas, Inc., as guarantors, and IBJ Schroder Bank & Trust Company, as trustee, relating to $165,000,000 principal amount of 10-7/8% Senior Subordinated Notes due 2006, including form of Initial Global Note. *4.2 --Supplemental Indenture, dated as of February 29, 1996, by and among the Company, as successor to T.K.G. Acquisition Sub, Inc., the Guarantors, and IBJ Schroder Bank & Trust Company, as trustee, relating to $165,000,000 principal amount of 10-7/8% Senior Subordinated Notes due 2006, including form of Initial Global Note. *4.3 --Credit Agreement, dated as of February 29, 1996, by and among TKG.Sub, the Guarantors, NationsBank, N.A., Chemical Bank and other lending institutions. *4.4 --Security Agreement dated February 29, 1996, by and among TKG Sub,.the Guarantors, Knoll North America, Inc., The Knoll Group, Inc., and NationsBank, N.A. and other lending institutions. *4.5 --Registration Rights Agreement, dated as of February 29, 1996, by4and among TKG Sub, The Knoll Group, Inc., Knoll North America, Inc., the Guarantors and NationBanc Capital Markets, Inc., as initial purchaser. *5 --Opinion of Willkie Farr & Gallagher. *10.1 --Stock Purchase Agreement, dated as of December 20, 1995, by and between Westinghouse and TKG.
* 10.2 --TKG 1996 Stock Incentive Plan. *12 --Statement Regarding Computation of Ratio of Earnings to Fixed Charges. *21 --Subsidiaries of the Registrants. *23.1 --Independent Accountants' Consent of Price Waterhouse LLP. *23.2 --Independent Accountants' Consent of Ernst & Young LLP. *23.3 --Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5). *23.4 --Consent of Willkie Farr & Gallagher regarding certain tax matters (included in their opinion filed as Exhibit 5) *24 --Powers of Attorney (included on signature pages). 25 --Statement on Form T-1 of Eligibility of Trustee. *99.1 --Form of Letter of Transmittal. *99.2 --Form of Notice of Guaranteed Delivery. *99.3 --Letter to Clients. *99.4 --Letter to Nominees.
- ---------------- * Previously filed (b) Financial Statement Schedules: Schedule II -- Valuation and Qualifying Accounts All other schedules have been omitted because they are not applicable or not required or the required information is included in the financial statements or notes thereto. Item 22. Undertakings. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the provisions, described under Item 20 above, 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 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 such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the option of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act 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 this Prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4 of the Securities Act, 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 this 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: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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; and (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. SIGNATURES Pursuant to the requirements of the Securities Act the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 11, 1996. KNOLL, INC. /s/ BURTON B. STANIAR By: Burton B. Staniar Title: Chairman of the Board and Chief Executive Officer 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: Signature Title Date Chairman of the Board June 11, 1996 /s/ BURTON B. STANIAR and Chief Executive Burton B. Staniar Officer (Principal Executive Officer) * President, Chief Operating June 11, 1996 John H. Lynch Officer and Chief Financial Officer (Principal Financial Officer) * Controller (Principal June 11, 1996 Barry L. McCabe Accounting Officer) * Director June 11, 1996 Andrew B. Cogan * Director June 11, 1996 Jeffrey A. Harris * Director June 11, 1996 Sidney Lapidus * Director June 11, 1996 Kewsong Lee * Director June 11, 1996 John L. Vogelstein * By: /s/ BURTON B. STANIAR Burton B. Staniar Attorney-in-Fact SIGNATURES Pursuant to the requirements of the Securities Act the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 11, 1996. T.K.G. ACQUISITION CORP. /s/ BURTON B. STANIAR By: Burton B. Staniar Title: Chairman of the Board and Chief Executive Officer 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: Signature Title Date Chairman of the Board and June 11, 1996 /s/ BURTON B. STANIAR Chief Executive Burton B. Staniar Officer (Principal Executive Officer) * Vice President, Chief June 11, 1996 Barry L. McCabe Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) * Director June 11, 1996 John H. Lynch * Director June 11, 1996 Andrew B. Cogan * Director June 11, 1996 Jeffrey A. Harris * Director June 11, 1996 Sidney Lapidus * Director June 11, 1996 Kewsong Lee * Director June 11, 1996 John L. Vogelstein * By: /s/ BURTON B. STANIAR Burton B. Staniar Attorney-in-Fact SIGNATURES Pursuant to the requirements of the Securities Act the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 11, 1996. KNOLL OVERSEAS, INC. /s/ BURTON B. STANIAR By: Burton B. Staniar Title: Chairman of the Board and 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: Signature Title Date Chairman of the Board June 11, 1996 /s/ BURTON B. STANIAR and President (Principal Burton B. Staniar Executive Officer) * Director, Vice President June 11, 1996 Barry L. McCabe and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) * Director June 11, 1996 John H. Lynch * By: /s/ BURTON B. STANIAR Burton B. Staniar Attorney-in-Fact SIGNATURES Pursuant to the requirements of the Securities Act the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 11, 1996. SPINNEYBECK ENTERPRISES, INC. /s/ ROGER B. WALL By: Roger B. Wall Title: 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: Signature Title Date * President (Principal June 11, 1996 Roger B. Wall Executive Officer) * Director, Vice President June 11, 1996 Barry L. McCabe and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ BURTON B. STANIAR Director June 11, 1996 Burton B. Staniar * Director June 11, 1996 Andrew B. Cogan * By: /s/ BURTON B. STANIAR Burton B. Staniar Attorney-in-Fact 1 EX-25 2 FORM T-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) IBJ SCHRODER BANK & TRUST COMPANY (Exact name of trustee as specified in its charter) New York 13-5375195 (Jurisdiction of incorporation (I.R.S. employer or organization if not a U.S. national bank) identification No.) One State Street, New York, New York 10004 (Address of principal executive offices) (Zip Code) IBJ SCHRODER BANK & TRUST COMPANY One State Street New York, New York 10004 (212) 858-2000 (Name, address and telephone number of agent for service) KNOLL, INC. (Exact name of obligor as specified in its charter) Delaware 25-1648603 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) T.K.G. ACQUISITION CORP. KNOLL OVERSEAS, INC. SPINNEYBECK ENTERPRISES, INC. (Exact names of obligors as specified in their charters) Delaware 13-3873847 Delaware 25-1648603 New York 16-1159029 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1235 Water Street East Greenville, PA 18041 (Address of principal executive offices) (Zip Code) 10 7/8% Senior Subordinated Notes due 2006 (Title of Indenture Securities) 2 Item 1. General information Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, Two Rector Street, New York, New York Federal Deposit Insurance Corporation, Washington, D.C. Federal Reserve Bank of New York Second District, 33 Liberty Street, New York, New York (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with the Obligors. If the obligors are an affiliate of the trustee, describe each such affiliation. The obligors are not an affiliate of the trustee. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligors are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None 3 List of exhibits. List below all exhibits filed as part of this statement of eligibility. *1. A copy of the Charter of IBJ Schroder Bank & Trust Company as amended to date. (See Exhibit 1A to Form T-1, Securities and Exchange Commission File No. 22-18460). *2. A copy of the Certificate of Authority of the trustee to Commence Business (Included in Exhibit 1 above). *3. A copy of the Authorization of the trustee to exercise corporate trust powers, as amended to date (See Exhibit 4 to Form T-1, Securities and Exchange Commission File No. 22-19146). *4. A copy of the existing By-Laws of the trustee, as amended to date (See Exhibit 4 to Form T-1, Securities and Exchange Commission File No. 22-19146). 5. Not Applicable 6. The consent of United States institutional trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. * The Exhibits thus designated are incorporated herein by reference as exhibits hereto. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. 4 NOTE In answering any item in this Statement of Eligibility which relates to matters peculiarly within the knowledge of the obligor and its directors or officers, the trustee has relied upon information furnished to it by the obligors. Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base responsive answers to Item 2, the answer to said Item are based on incomplete information. Item 2, may, however, be considered as correct unless amended by an amendment to this Form T-1. Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and 16 of this form since to the best knowledge of the trustee as indicated in Item 13, the obligors are not in default under any indenture under which the applicant is trustee. 5 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility & qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 26th day of March, 1996. IBJ SCHRODER BANK & TRUST COMPANY By: /s/Nancy R. Besse Nancy R. Besse Vice President 6 Exhibit 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the issue by Knoll, Inc. of its 10 7/8% Senior Subordinated Notes due 2006, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. IBJ SCHRODER BANK & TRUST COMPANY By: /s/Nancy R. Besse Nancy R. Besse Vice President Dated: March 26, 1996 7 EXHIBIT 7 CONSOLIDATED REPORT OF CONDITION OF IBJ SCHRODER BANK & TRUST COMPANY of New York, New York And Foreign and Domestic Subsidiaries Report as of December 31, 1995
Dollar Amounts in Thousands ------------- ASSETS ------ Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin ..........................................................$ 22,187 Interest-bearing balances......................................................................................$ 160,833 Securities: Held to Maturity....................................................................................$ 167,109 Available-for-sale............................................................................$ 27,914 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.............................................................................................$ 179,394 Securities purchased under agreements to resell................................................................$ -0- Loans and lease financing receivables: Loans and leases, net of unearned income.....................................................$ 1,645,286 LESS: Allowance for loan and lease losses....................................................$ 52,532 LESS: Allocated transfer risk reserve........................................................$ -0- Loans and leases, net of unearned income, allowance, and reserve...............................................$ 1,592,754 Assets held in trading accounts....................................................................................$ 220 Premises and fixed assets..........................................................................................$ 7,349 Other real estate owned............................................................................................$ 397 Investments in unconsolidated subsidiaries and associated companies................................................$ -0- Customers' liability to this bank on acceptances outstanding.......................................................$ 684 Intangible assets..................................................................................................$ -0- Other assets.......................................................................................................$ 66,374 TOTAL ASSETS.......................................................................................................$ 2,225,215
8 LIABILITIES Deposits: In domestic offices......................................................... $ 623,883 Noninterest-bearing ........................................$ 213,535 Interest-bearing . . . . . . . . . . . . . . . . . . . . . .$ 410,348 In foreign offices, Edge and Agreement subsidiaries, and IBFs.............. $ 830,812 Noninterest-bearing. . . . . . . . . . . . . . . . . . . . $ 19,160 Interest-bearing . . . . . . . . . . . . . . . . . . . . . $ 811,652 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.........................................$...38,000 Securities sold under agreements to repurchase..................$....-0- Demand notes issued to the U.S. Treasury....................... ....$......118 Trading Liabilities.................................................$......135 Other borrowed money: a) With original maturity of one year or less...................$..453,347 b) With original maturity of more than one year.................$....-0- Mortgage indebtedness and obligations under capitalized leases......$....-0- Bank's liability on acceptances executed and outstanding............$......684 Subordinated notes and debentures..... .............................$....-0- Other liabilities...................................................$...74,052 TOTAL LIABILITIES...................................................$2,021,031 Limited life preferred stock and related surplus....................$...-0- EQUITY CAPITAL Perpetual preferred stock............................................$....-0- Common Stock.........................................................$..29,649 Surplus..............................................................$.217,008 Undivided profits and capital reserves...............................$.(42,438) Plus: Net unrealized gains (losses) on marketable equity securities.$. (35) Cumulative foreign currency translation adjustments..................$....-0- TOTAL EQUITY CAPITAL................................................$..204,184 TOTAL LIABILITIES AND EQUITY CAPITAL................................$2,225,215
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