-----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, V84LvS56ZtMCqpXjDiNqhnhnpwjNJ1qILCy/9iVniycjrn8iz+WGyFrgLZDNrMrT eClJ49kYZmOAdJsTA1BsjA== 0001047469-98-034573.txt : 19980916 0001047469-98-034573.hdr.sgml : 19980916 ACCESSION NUMBER: 0001047469-98-034573 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980915 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-62661 FILM NUMBER: 98709457 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971500 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CAPITAL TRUST IV CENTRAL INDEX KEY: 0001069138 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-62661-01 FILM NUMBER: 98709458 BUSINESS ADDRESS: STREET 1: INTERNATIONAL PAPER CO STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971532 MAIL ADDRESS: STREET 1: INTERNATIONAL PAPER CO STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CAPITAL TRUST III CENTRAL INDEX KEY: 0001069139 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-62661-02 FILM NUMBER: 98709459 BUSINESS ADDRESS: STREET 1: INTERNATIONAL PAPER CO STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971532 MAIL ADDRESS: STREET 1: INTERNATIONAL PAPER CO STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 POS AM 1 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1998 REGISTRATION NO. 333-62661 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ INTERNATIONAL PAPER COMPANY (Exact name of registrant as specified in charter) NEW YORK 13-0872805 (State of incorporation) (I.R.S. Employer Identification No.) ------------------------------ INTERNATIONAL PAPER CAPITAL TRUST III INTERNATIONAL PAPER CAPITAL TRUST IV (Exact name of registrant as specified in charter) DELAWARE APPLIED FOR (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) TWO MANHATTANVILLE ROAD PURCHASE, NEW YORK 10577 (914) 397-1500 (Address and telephone number of principal executive offices) ------------------------------ JAMES W. GUEDRY, ESQ. VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND SECRETARY INTERNATIONAL PAPER COMPANY TWO MANHATTANVILLE ROAD PURCHASE, NEW YORK 10577 (914) 397-1532 (Name, address and telephone number of agent for service) WITH COPY TO: VINCENT J. PISANO, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 ------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement, as determined by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _______________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /X/ ------------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE TITLE OF EACH CLASS AMOUNT TO BE OFFERING OFFERING OF SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER UNIT (2) PRICE (2) (3) Debt Securities of International Paper Company (the "Company") (6) (7)..................................................... Preferred Stock, $1.00 par value, of the Company (6) (7) Common Stock, $1.00 par value, of the Company (6) (7)......... Depositary Shares of the Company (7) (8)...................... (5) (5) (5) Warrants of the Company (9)................................... Trust Preferred Securities of International Paper Capital Trust III and International Paper Capital Trust IV (the "IPC Trusts") (10)............................................... Guarantees of Trust Preferred Securities of the IPC Trusts by the Company (11)............................................ Total $1,100,000,000(12) 100% $1,100,000,000(12) AMOUNT OF TITLE OF EACH CLASS REGISTRATION OF SECURITIES TO BE REGISTERED FEE (4) Debt Securities of International Paper Company (the "Company") (6) (7)..................................................... Preferred Stock, $1.00 par value, of the Company (6) (7) Common Stock, $1.00 par value, of the Company (6) (7)......... Depositary Shares of the Company (7) (8)...................... Warrants of the Company (9)................................... Trust Preferred Securities of International Paper Capital Trust III and International Paper Capital Trust IV (the "IPC Trusts") (10)............................................... Guarantees of Trust Preferred Securities of the IPC Trusts by the Company (11)............................................ Total $324,500(4)
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $2,000,000,000 OF SECURITIES PREVIOUSLY REGISTERED UNDER THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 33-52945), AND $400,000,000 OF SECURITIES PREVIOUSLY REGISTERED UNDER THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 33-48167). THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 33-52945) AND POST-EFFECTIVE AMENDMENT NO. 3 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 33-48167). ------------------------------ THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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. ================================================================================ (FOOTNOTES FROM PREVIOUS PAGE) - ---------------------------------- (1) In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies. (2) The proposed maximum offering price per unit will be determined from time to time by the Registrants in connection with the issuance by the Registrants of the securities registered hereunder. (3) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act. (4) The amount of securities eligible to be sold under prior registration statements to be carried forward to this Registration Statement is $975,775,000. The amount of the filing fee associated with such securities that was previously paid with the prior registration statements was $331,217.07. In addition, a filing fee of $324,500 was paid on September 1, 1998. (5) Not applicable pursuant to General Instruction II.D. of Form S-3. (6) Also includes such indeterminate amounts of Debt Securities and Preferred Stock and indeterminate number of shares of Common Stock as may be issued upon conversion of or exchange for any other Debt Securities or Preferred Stock that provide for conversion or exchange into other securities or upon exercise of Warrants for such securities. (7) No separate consideration will be received for the Debt Securities, Preferred Stock, Common Stock or Depositary Shares issuable upon conversion of or in exchange for Debt Securities or Preferred Stock. (8) Such indeterminate number of Depositary Shares to be evidenced by Depositary Receipts issued pursuant to a Deposit Agreement. In the event the Company elects to offer to the public fractional interests in shares of the Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons purchasing such fractional interests and the shares of Preferred Stock will be issued to the depositary under the Deposit Agreement. No separate consideration will be received for the Depositary Shares. (9) Warrants may be sold separately or with Debt Securities, Preferred Stock or Common Stock. (10) Subject to note (12) below, there is being registered hereunder an indeterminate amount and number of Trust Preferred Securities of the IPC Trusts (the "Trust Preferred Securities") as may be sold from time to time. (11) No separate consideration will be received for the Guarantees of the Trust Preferred Securities (the "Guarantees"). The Guarantees include the rights of holders of Trust Preferred Securities under the Guarantees and certain back-up undertakings, as described in the Registration Statement. (12) In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $1,100,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The aggregate amount of Common Stock of the Company registered hereunder is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act. The securities registered hereunder may be sold separately or as units with other securities registered hereunder. ii 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-3 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Purchase and the State of New York, on the 15th day of September, 1998. INTERNATIONAL PAPER COMPANY By: /s/ JAMES W. GUEDRY ----------------------------------------- James W. Guedry VICE PRESIDENT AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below on the 15th day of September, 1998 by the following persons in the capacities and on the dates indicated. NAME TITLE - ------------------------------ -------------------------- /s/ JOHN T. DILLON* - ------------------------------ Chairman, Chief Executive (John T. Dillon) Officer and Director /s/ C. WESLEY SMITH* - ------------------------------ Executive Vice President (C. Wesley Smith) and Director /s/ PETER I. BIJUR* - ------------------------------ Director (Peter I. Bijur) - ------------------------------ Director (Willard C. Butcher) /s/ ROBERT J. EATON* - ------------------------------ Director (Robert J. Eaton) /s/ JOHN A. GEORGES* - ------------------------------ Director (John A. Georges) /s/ THOMAS C. GRAHAM* - ------------------------------ Director (Thomas C. Graham) II-5 NAME TITLE - ------------------------------ -------------------------- /s/ JOHN R. KENNEDY* - ------------------------------ Director (John R. Kennedy) /s/ DONALD F. MCHENRY * - ------------------------------ Director (Donald F. McHenry ) /s/ PATRICK F. NOONAN* - ------------------------------ Director (Patrick F. Noonan) - ------------------------------ Director (Jane C. Pfeiffer) /s/ EDMUND T. PRATT, JR.* - ------------------------------ Director (Edmund T. Pratt, Jr.) /s/ CHARLES R. SHOEMATE* - ------------------------------ Director (Charles R. Shoemate) /s/ MARIANNE M. PARRS* - ------------------------------ Senior Vice President and (Marianne M. Parrs) Chief Financial Officer /s/ ANDREW R. LESSIN* Vice President and - ------------------------------ Controller Chief and (Andrew R. Lessin) Accounting Officer *By: /s/ JAMES W. GUEDRY ------------------------- (James W. Guedry) ATTORNEY-IN-FACT II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, International Paper Capital Trust III and International Paper Capital Trust IV each certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or amendment thereof to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Purchase and the State of New York on the 15th day of September, 1998. INTERNATIONAL PAPER CAPITAL TRUST III, a Delaware business trust By: International Paper Company, as Depositor By: /s/ JAMES W. GUEDRY ----------------------------------------- James W. Guedry VICE PRESIDENT AND SECRETARY INTERNATIONAL PAPER CAPITAL TRUST IV, a Delaware business trust By: International Paper Company, as Depositor By: /s/ JAMES W. GUEDRY ----------------------------------------- James W. Guedry VICE PRESIDENT AND SECRETARY II-7 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ----------- --------------------------------------------------------------------------------------------------------- 1.1 Form of Underwriting Agreement (Standard Provisions) for Debt Securities (incorporated herein by reference to Exhibit 1.1 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 1.2 Form of Underwriting Agreement (Standard Provisions) for Preferred Stock (incorporated herein by reference to Exhibit 1.2 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 1.3 Form of Underwriting Agreement (Standard Provisions) for Common Stock (incorporated herein by reference to Exhibit 1.3 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 1.4 Underwriting Agreement for Trust Preferred Securities.** 3.1 Restated Certificate of Incorporation of International Paper Company (incorporated herein by reference to Exhibit 3(A) to International Paper Company's Form 8-K dated November 20, 1990). 3.2 By Laws of International Paper Company (incorporated herein by reference to Exhibit 3(B) to International Paper Company's Form 8-K dated November 20, 1990). 4.1 Form of Certificate for shares of International Paper Company's Common Stock (incorporated herein by reference to Exhibit 4(A) to International Paper Company's Registration Statement on Form S-3 (File No. 33-44855)). 4.2 Form of Indenture for Senior Debt Securities between International Paper Company and The Chase Manhattan Bank, N.A., as Trustee, including forms of Senior Debt Securities (incorporated herein by reference to Exhibit 4.5 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 4.3 Form of Indenture for Subordinated Debt Securities between International Paper Company and The Chase Manhattan Bank, N.A., as Trustee, including forms of Subordinated Debt Securities (incorporated herein by reference to Exhibit 4.6 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 4.4 Form of Indenture for Senior Debt Securities of International Paper Company, including forms of Senior Debt Securities.* 4.5 Form of Indenture for Subordinated Debt Securities of International Paper Company, including forms of Subordinated Debt Securities.* 4.6 Form of Deposit Agreement, including the form of Depositary Receipt (incorporated herein by reference to Exhibit 4.9 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 4.7 Certificate of Trust of International Paper Capital Trust III.* 4.8 Certificate of Trust of International Paper Capital Trust IV.* 4.9 Declaration of Trust for IPC Trust III.* 4.10 Declaration of Trust for IPC Trust IV.* 4.11 Form of Amended and Restated Declaration of Trust for IPC Trust III.*
II-8
EXHIBIT NUMBER EXHIBIT - ----------- --------------------------------------------------------------------------------------------------------- 4.12 Form of Amended and Restated Declaration of Trust for IPC Trust IV.* 4.13 Form of Guarantee Agreement for IPC Trust III.* 4.14 Form of Guarantee Agreement for IPC Trust IV.* 5.1 Opinion of James W. Guedry, Esq., Associate General Counsel of the Company.** 5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the IPC Trusts.** 12.1 Statements re: Computation of Ratio of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to International Paper Company's Form 10-K for the year ended December 31, 1997 and to Exhibit 12 to International Paper Company's Form 10-Q for the quarter ended June 30, 1998). 23.1 Consent of Arthur Andersen LLP* 23.2 Consent of James W. Guedry, Esq., Associate General Counsel of the Company.** 23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the IPC Trusts. ** 24.1 Powers of Attorney of certain officers and directors.* 25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A., the trustee under the Senior Indenture (incorporated herein by reference to Exhibit 25.1 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 25.2 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A., the trustee under the Subordinated Indenture (incorporated herein by reference to Exhibit 25.2 to International Paper Company's Registration Statement on Form S-3 (File No. 33-52945)). 25.3 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, the trustee under the Amended and Restated Declaration of Trust of International Paper Capital Trust III.* 25.4 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, the trustee under the Amended and Restated Declaration of Trust of International Paper Capital Trust IV.* 25.5 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, the trustee under the Guarantee of the Company for the benefit of the holders of Trust Preferred Securities of International Paper Capital Trust III.* 25.6 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, the trustee under the Guarantee of the Company for the benefit of the holders of Trust Preferred Securities of International Paper Capital Trust IV.* 25.8 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of , the trustee under the Senior Indenture.** 25.9 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, the trustee under the Subordinated Indenture.***
- ------------------------ * Previously filed. ** To be filed either by amendment or as an exhibit to an Exchange Act report and incorporated herein by reference. *** Filed herewith. II-9 EX-25.9 2 FORM T-1 Exhibit 25.9 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| ------------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ------------------------- INTERNATIONAL PAPER COMPANY (Exact name of obligor as specified in its charter) New York 13-0872805 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Two Manhattanville Road Purchase, New York 10577 (Address of principal executive offices) (Zip code) ------------------------- Debt Securities (Title of the indenture securities) ================================================================================ 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. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005 (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) -2- 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -3- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 14th day of September, 1998. THE BANK OF NEW YORK By: /s/ Mary Beth A. Lewicki -------------------------------- Name: MARY BETH A. LEWICKI Title: ASSISTANT VICE PRESIDENT -4- Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1998, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Thousands Cash and balances due from depos- itory institutions: Noninterest-bearing balances and currency and coin ................. $ 6,397,993 Interest-bearing balances .......... 1,138,362 Securities: Held-to-maturity securities ........ 1,062,074 Available-for-sale securities ...... 4,167,240 Federal funds sold and Securities pur- chased under agreements to resell... 391,650 Loans and lease financing receivables: Loans and leases, net of unearned income .................36,538,242 LESS: Allowance for loan and lease losses ..............631,725 LESS: Allocated transfer risk reserve..........................0 Loans and leases, net of unearned income, allowance, and reserve 35,906,517 Assets held in trading accounts ...... 2,145,149 Premises and fixed assets (including capitalized leases) ................ 663,928 Other real estate owned .............. 10,895 Investments in unconsolidated subsidiaries and associated companies .......................... 237,991 Customers' liability to this bank on acceptances outstanding ............ 992,747 Intangible assets .................... 1,072,517 Other assets ......................... 1,643,173 ----------- Total assets ......................... $55,830,236 =========== LIABILITIES Deposits: In domestic offices ................ $24,849,054 Noninterest-bearing ......10,011,422 Interest-bearing .........14,837,632 In foreign offices, Edge and Agreement subsidiaries, and IBFs ... 15,319,002 Noninterest-bearing .........707,820 Interest-bearing .........14,611,182 Federal funds purchased and Securities sold under agreements to repurchase. 1,906,066 Demand notes issued to the U.S. Treasury ........................... 215,985 Trading liabilities .................. 1,591,288 Other borrowed money: With remaining maturity of one year or less .......................... 1,991,119 With remaining maturity of more than one year through three years...... 0 With remaining maturity of more than three years ...................... 25,574 Bank's liability on acceptances exe- cuted and outstanding .............. 998,145 Subordinated notes and debentures .... 1,314,000 Other liabilities .................... 2,421,281 ----------- Total liabilities .................... 50,631,514 ----------- EQUITY CAPITAL Common stock ......................... 1,135,284 Surplus .............................. 731,319 Undivided profits and capital reserves ........................... 3,328,050 Net unrealized holding gains (losses) on available-for-sale securities ......................... 40,198 Cumulative foreign currency transla- tion adjustments ................... (36,129) ----------- Total equity capital ................. 5,198,722 ----------- Total liabilities and equity capital ............................ $55,830,236 =========== I, Robert E. Keilman, Senior Vice President and Comptroller 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. Robert E. Keilman We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. ) Thomas A. Renyi ) Alan R. Griffith ) Directors J. Carter Bacot ) ) -----END PRIVACY-ENHANCED MESSAGE-----