-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QCWXgVUiv9onYfpTXAZDTPgt6fCTJ87dM5zjYvTxWK+4yB7VVG3floJOGno1jqes dVVODZKqC30dm3ON1yGeSg== 0000950124-94-001825.txt : 19941209 0000950124-94-001825.hdr.sgml : 19941209 ACCESSION NUMBER: 0000950124-94-001825 CONFORMED SUBMISSION TYPE: T-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941208 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COTTER & CO CENTRAL INDEX KEY: 0000025095 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 362099896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-26210 FILM NUMBER: 94563918 BUSINESS ADDRESS: STREET 1: 2740 N CLYBOURN AVE CITY: CHICAGO STATE: IL ZIP: 60614 BUSINESS PHONE: 3129752700 MAIL ADDRESS: STREET 2: 2740 N CLYBOURN AVE CITY: CHICAGO STATE: IL ZIP: 60614 T-3/A 1 T-3/A 1 File No. 22-26210 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. AMENDMENT NO. 1 TO FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Cotter & Company (Name of applicant) 2740 North Clybourn Avenue, Chicago, IL 60614 (Address of principal executive offices) SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED TITLE OF CLASS AMOUNT Variable Denomination Fixed Rate Redeemable Term Notes $30,000,000 Approximate date of proposed public offering: January 1, 1995 Name and address of agent for service: John F. Moynihan, Cotter & Company, 2740 North Clybourn Avenue, Chicago, IL 60614. 1 2 LIST OF EXHIBITS Exhibit No. Caption - ----------- ------- T3A Certificate of Incorporation of Applicant - previously filed as an exhibit to Form T-3 (File No. 22-26210) T3B By-Laws of Applicant - previously filed as an exhibit to Form T-3 (File No. 22-26210) T3C Indenture to be Qualified - previously filed as an exhibit to Form T-3 (File No. 22-26210) T3D not applicable T3E Prospectus, Program Description, and Application - previously filed as an exhibit to Form T-3 (File No. 22-26210) T3F Cross-Reference Sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a) of the Trust Indenture Act of 1939 - previously filed as an exhibit to Form T-3 (File No. 22-26210) T3G Form T-1, statement of eligibility and qualification of each trustee under the Indenture to be qualified - filed herewith SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Cotter & Company, a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Chicago, State of Illinois, on the 8th day of December, 1994. (Seal) Cotter & Company By: /s/ Kerry J. Kirby ------------------------------- Kerry J. Kirby, Vice President Secretary, Treasurer, and Chief Financial Officer Attest: By: /s/ John F. Moynihan ------------------------------- John F. Moynihan, Assistant Secretary 2 3 EXHIBIT T3G 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) BANK OF AMERICA ILLINOIS (Exact name of trustee as specified in its charter) ILLINOIS (Jurisdiction of incorporation or organization if not a U.S. national bank) 36-0947896 (I.R.S. employer identification no.) 231 South LaSalle Street, Chicago, Illinois (Address of principal executive offices) 60697 (Zip code) COTTER & COMPANY (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 36-2099896 (I.R.S. employer identification no.) 2740 North Clybourn Avenue Chicago, Illinois (Address of principal executive offices) 60614 (Zip code) Variable Denomination Fixed Rate Redeemable Term Notes (Title of indenture securities) 1 4 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. Commissioner of Banks and Trust Companies. State of Illinois, Springfield, Illinois. Chicago Clearing House Association, 164 W. Jackson Boulevard, Chicago, Illinois. Federal Deposit Insurance Corporation, Washington, D.C. The Board of Governors of the Federal Reserve System, Washington, D.C. (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. YES. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. The obligor is not an affiliate of the trustee. ITEM 3. VOTING SECURITIES OF THE TRUSTEE. FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF THE TRUSTEES: AS OF NOVEMBER 7, 1994 COL. B COL. A AMOUNT TITLE OF CLASS OUTSTANDING -------------- ----------- Not applicable by virtue of response to Item 13. ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES. 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 OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION: (A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE. Not applicable by virtue of response to Item 13. (B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER INDENTURE. Not applicable by virtue of response to Item 13. ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION. Not applicable by virtue of response to Item 13. 2 5 ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF THE OBLIGOR. AS OF NOVEMBER 7, 1994 COL A. COL. B. COL. C. COL. D ------ ------- ------- ------ PERCENTAGE OF VOTING SECURITIES REPRESENTED BY AMOUNT OWNED AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C ------------- -------------- ------------ --------- Not applicable by virtue of response to Item 13. ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER. AS OF NOVEMBER 7, 1994 COL A. COL. B. COL. C. COL. D ------ ------- ------- ------ PERCENTAGE OF VOTING SECURITIES REPRESENTED BY AMOUNT OWNED AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C ------------- -------------- ------------ --------- Not applicable by virtue of response to Item 13. ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE TRUSTEE. AS OF NOVEMBER 7, 1994 COL A. COL. B. COL. C. COL. D ------ ------- ------- ------ WHETHER THE SECURITIES AMOUNT OWNED BENEFICIALLY PERCENT OF ARE VOTING OR HELD AS COLLATERAL CLASS REPRESENTED OR NONVOTING SECURITY FOR BY AMOUNT GIVEN TITLE OF CLASS SECURITIES OBLIGATIONS IN DEFAULT IN COL. C -------------- ------------ ----------------------- ---------- Not applicable by virtue of response to Item 13. 3 6 ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE. AS OF NOVEMBER 7, 1994
COL. A COL. B COL. C COL. D ------ ------ ------ ------ AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C - ------------------ ----------- --------------------------------- --------------------- Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON. AS OF NOVEMBER 7, 1994
COL. A COL. B COL. C COL. D ------ ------ ------ ------ AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C - ------------------ ----------- --------------------------------- --------------------- Not applicable by virtue of response to Item 13.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS OF EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE. AS OF NOVEMBER 7, 1994
COL. A COL. B COL. C COL. D ------ ------ ------ ------ AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C - ------------------ ----------- --------------------------------- --------------------- Not applicable by virtue of response to Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION: AS OF NOVEMBER 7, 1994 COL. A COL. B COL. C NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE - ---------------------- ------------------ -------- Not applicable by virtue of response to Item 13. 4 7 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. There is not nor has there been a default with respect to the securities under this indenture. (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 OBLIGOR 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. There is not nor has there been a default with respect to securities outstanding under this indenture. The trustee is not a trustee under any other indenture under which any other securities of the obligor are outstanding. ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS. IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. Not applicable by virtue of response to Item 13. ITEM 15. FOREIGN TRUSTEE. IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT. Not applicable. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the certification by the Illinois Commissioner of Banks and Trust Companies of Bank of America Illinois' Charter and Certificate of Conversion, incorporated herein by reference to Exhibit 1 to T-1; Registration No. 33-81660. 2. A copy of the certification by the Illinois Commissioner of Banks and Trust Companies of Bank of America Illinois' Charter and Certificate of Conversion, incorporated herein by reference to Exhibit 1 to T-1; Registration No. 33-81660, includes the authority of the trustee to commence business. 3. A copy of the certificate of authority for Bank of America Illinois to engage in trust activities issued by the Illinois Commissioner of Banks and Trust Companies, incorporated herein by reference to Exhibit 3 to T-1; Registration No. 33-81660. 4. A copy of the existing By-laws of Bank of America Illinois as now in effect, incorporated herein by reference to Exhibit 4 to T-1; Registration No. 33-55043. 5. Not applicable. 6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to T-1; Registration No. 33-81660. 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, filed herewith. 5 8 8. Not applicable. 9. Not applicable. SIGNATURE PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE, BANK OF AMERICA ILLINOIS, AN ILLINOIS BANKING CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF ILLINOIS, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 7TH DAY OF NOVEMBER, 1994. BANK OF AMERICA ILLINOIS By /s/ K.L. Clark K.L. Clark Trust Officer 6 9 EXHIBIT 7 (OFFICIAL PUBLICATION) CONSOLIDATED REPORT OF CONDITION OF CONTINENTAL BANK OF CHICAGO, ILLINOIS AND FOREIGN AND DOMESTIC SUBSIDIARIES A member of the Federal Reserve System, at the close of business on June 30, 1994, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
In Millions ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin...................................................... $ 1,833 Interest-bearing balances............................................................................... 1,518 Securities Held-to-maturity securities............................................................................. 454 Available-for-sale securities........................................................................... 1,161 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...................................................................................... 429 Securities purchased under agreements to resell......................................................... 704 Loans and lease financing receivables: Loans and leases, net of unearned income................................ $12,009 LESS: Allowance for loan and lease losses............................... 312 LESS: Allocated transfer risk reserve................................... 0 Loans and leases, net of unearned income, allowance, and reserve........................................ 11,697 Assets held in trading accounts........................................................................... 1,539 Premises and fixed assets (including capitalized leases).................................................. 236 Other real estate owned................................................................................... 191 Investments in unconsolidated subsidiaries and associated companies....................................... 0 Customers' liability to this bank on acceptances outstanding.............................................. 92 Intangible assets......................................................................................... 0 Other assets.............................................................................................. 1,455 ------- TOTAL ASSETS .................................................................................. $21,309 ======= LIABILITIES Deposits: In domestic offices..................................................................................... $ 8,771 Noninterest-bearing..................................................... $ 2,689 Interest-bearing........................................................ 6,082 In foreign offices, Edge and Agreement subsidiaries, and IBFs............................................. 4,408 Noninterest-bearing..................................................... $ 61 Interest-bearing........................................................ 4,347 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.................................................................................. 475 Securities sold under agreement to repurchase............................................................ 224 Demand notes issued to the U.S. Treasury................................................................... 1,300 Trading liabilities........................................................................................ 984 Other borrowed money: With original maturity of one year or less............................................................... 1,665 With original maturity of more than one year............................................................. 38 Mortgage indebtedness and obligations under capitalized leases............................................. 0 Bank's liability on acceptances executed and outstanding................................................... 92 Subordinated notes and debentures.......................................................................... 398 Other liabilities.......................................................................................... 840 ------- TOTAL LIABILITIES.................................................................................. 19,195 ------- Limited-life preferred stock and related surplus........................................................... 0 EQUITY CAPITAL Perpetual preferred stock and related surplus.............................................................. 0 Common stock............................................................................................... 685 Surplus.................................................................................................... 827 Undivided profits and capital reserves..................................................................... 630 Net unrealized holding gains (losses) on available-for-sale securities................................... (23) Cumulative foreign currency translation adjustments........................................................ (5) -------- TOTAL EQUITY CAPITAL............................................................................... 2,114 -------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL................................ $21,309 ========
I, John J. Higgins, Controller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. /s/ John J. Higgins ----------------- Controller -----END PRIVACY-ENHANCED MESSAGE-----