-----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, MQ2l552QwwZuKddv6kDZz/uv5pyxhk68vO7ulvnnt70v9UiVIwDSoZe4+5veebSl 0q7QzrkEMvRLws3OMqwvGg== 0000950131-98-006208.txt : 19981123 0000950131-98-006208.hdr.sgml : 19981123 ACCESSION NUMBER: 0000950131-98-006208 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981120 EFFECTIVENESS DATE: 19981120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3DPOS SEC ACT: SEC FILE NUMBER: 333-51919 FILM NUMBER: 98756313 BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 S-3DPOS 1 POST EFFECTIVE AMENDMENT #1 TO S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1998 REGISTRATION STATEMENT NO. 333-51919 ================================================================================ UNITED STATES 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 ------------------ MONSANTO COMPANY (Exact name of registrant as specified in its charter) DELAWARE 43-0420020 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 800 North Lindbergh Boulevard St. Louis, Missouri 63167 (314) 694-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------ R. William Ide III, Esq. Monsanto Company 800 North Lindbergh Boulevard St. Louis, Missouri 63167 (314) 694-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------ Copies to: Barbara L. Blackford Robert F. Wall Sonya Meyers Davis Terrence R. Brady Monsanto Company Winston & Strawn 800 North Lindbergh Boulevard 35 West Wacker Drive St. Louis, Missouri 63167 Chicago, Illinois 60601 (314) 694-1000 (312) 558-5600 ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as the Registrant shall determine. ------------------ 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. [_] ================================================================================ -2- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the costs and expenses payable by the Company, except any underwriters' fees and expenses, in connection with the sale of the Securities being registered hereby. All of the amounts shown are estimated, except the SEC registration fee and the NASD filing fee. SEC registration fee................................. $ 590,000 NASD filing fee...................................... 30,500 Printing expenses.................................... 125,000 Trustee's fees and expenses.......................... 18,000 Legal fees and expenses.............................. 175,000 Accounting fees and expenses......................... 100,000 Miscellaneous expenses (including listing, rating agency, depositary and warrant agent fees).......................................... 1,000,000 ========== Total........................................... $2,038,500
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware permits indemnification of directors, officers, employees and agents of corporations under certain conditions and subject to certain limitations. Section 59 of the Company's By-Laws provides for indemnification of any director, officer, employee or agent of the Company, or any person serving in the same capacity in any other enterprise at the request of the Company, under certain circumstances. Article IX of the Company's Restated Certificate of Incorporation eliminates the liability of directors of the Company under certain circumstances for breaches of fiduciary duty to the Company and its shareholders. It is anticipated that in any underwriting agreements, the underwriter(s) named therein will agree to indemnify the Company, its directors and certain of its officers against certain civil liabilities, including civil liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Company maintains directors' and officers' liability insurance coverage. -3- ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed herewith or incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 1* Form of Underwriting Agreement (for debt securities) 4.1* Restated Certificate of Incorporation of the Company as of October 28, 1997 (incorporated herein by reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended September 30, 1997) 4.2* By-Laws of the Company, as amended effective September 26, 1997 (incorporated herein by reference to Exhibit 3(ii) of the Company's 10-Q for the quarter ended September 30, 1997) 4.3* Rights Agreement, dated as of January 26, 1990 between the Company and First Chicago Trust Company as successor to the First National Bank of Boston (incorporated herein by reference to the Company's Form 8-A filed on January 31, 1990) 4.4* Form of Indenture dated as of [______], 1998 between the Company and The Chase Manhattan Bank as Trustee, providing for Issuance of Senior Debt Securities in Series 4.5* Form of Indenture dated as of [______], 1998 between the Company and [________] as Trustee, providing for Issuance of Subordinated Debt Securities in Series 4.6* Form of Deposit Agreement dated as of [_______], 1998 between the Company, [__________] and the Holders from Time to Time of the Depositary Shares Described Therein 4.7* Form of Certificate of Designations of the [___]% Series [___] [Convertible] Preferred Stock (Par Value $.01 Per Share) of the Company 4.8* Form of Warrant Agreement between the Company and [__________], as Warrant Agent 4.9* Form of Purchase Contract Agreement between the Company and [_____], as Purchase Contract Agent 4.10* Form of Pledge Agreement among the Company, [________], as Collateral Agent and [__________], as Purchase Contract Agent 5* Opinion of Winston & Strawn 12* Computation of Ratios of Earnings to Fixed Charges (for last five fiscal years) 23.1* Consent of Deloitte & Touche LLP 23.2* Consent of Winston & Strawn (included in Exhibit 5) 24.1* Powers of Attorney 24.2 Power of Attorney for Gary L. Crittenden 24.3 Power of Attorney for Michael R. Hogan 25.1* Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank relating to the Senior Debt Indenture 25.2 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The First National Bank of Chicago relating to the Subordinated Debt Indenture
* Previously filed -4- ITEM 17 UNDERTAKINGS The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 this 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 this registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in this registration statement. (2) 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. (3) 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. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) 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. (5) That, for purposes of determining any liability under the Securities Act, 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 Rules 424(b)(l) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described in Item 15 (other than the provisions relating to insurance), or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 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. -5- (7) The undersigned Company hereby undertakes to file an application, if necessary, for the purpose of determining the eligibility of any trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Monsanto Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on November 20, 1998. MONSANTO COMPANY By: /s/ Michael R. Hogan ------------------------------------ Name: Michael R. Hogan Title: Vice President & Controller (Principal Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on the dates indicated: Signature Title Date - ------------------------ ---------------------------- ----------------- * Chairman and Director November 20, 1998 - ------------------------ (Principal Executive Officer) Robert B. Shapiro * Senior Vice President November 20, 1998 - ------------------------ (Principal Financial Officer) Gary L. Crittenden /s/ Michael R. Hogan Vice President and Controller November 20, 1998 - ------------------------ (Principal Accounting Officer) Michael R. Hogan * Director November 20, 1998 - ------------------------ Robert M. Heyssel * Director November 20, 1998 - ------------------------ Michael Kantor * Director November 20, 1998 - ------------------------ Gwendolyn S. King -7- * Director November 20, 1998 - ------------------------ Philip Leder * Director November 20, 1998 - ------------------------ Jacobus F. M. Peters * Director November 20, 1998 - ------------------------ John S. Reed * Director November 20, 1998 - ------------------------ John E. Robson * Director November 20, 1998 - ------------------------ William D. Ruckelshaus *Sonya M. Davis, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been previously filed as an Exhibit to the Registration Statement of which this Post-Effective Amendment No. 1 is an amendment. /s/ Sonya M. Davis ------------------------ Name: Sonya M. Davis Title: Assistant Secretary -8- EXHIBIT INDEX The following documents are filed herewith or incorporated herein by reference. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 1* Form of Underwriting Agreement (for debt securities) 4.1* Restated Certificate of Incorporation of the Company as of October 28, 1997 (incorporated herein by reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended September 30, 1997) 4.2* By-Laws of the Company, as amended effective September 26, 1997 (incorporated herein by reference to Exhibit 3(ii) of the Company's Form 10-Q for the quarter ended September 30, 1997) 4.3* Rights Agreement, dated as of January 26, 1990 between the Company and First Chicago Trust Company as successor to the First National Bank of Boston (incorporated herein by reference to the Company's Form 8-A filed on January 31, 1990) 4.4* Form of Indenture dated as of [______], 1998 between the Company and The Chase Manhattan Bank as Trustee, providing for Issuance of Senior Debt Securities in Series 4.5* Form of Indenture dated as of [______], 1998 between the Company and [________] as Trustee, providing for Issuance of Subordinated Debt Securities in Series 4.6* Form of Deposit Agreement dated as of [_______], 1998 between the Company, [__________] and the Holders from Time to Time of the Depositary Shares Described Therein 4.7* Form of Certificate of Designations of the [___]% Series [___] [Convertible] Preferred Stock (Par Value $.01 Per Share) of the Company 4.8* Form of Warrant Agreement between the Company and [__________], as Warrant Agent 4.9* Form of Purchase Contract Agreement between the Company and [________], as Purchase Contract Agent 4.10* Form of Pledge Agreement among the Company, [___________], as Collateral Agent and [________], as Purchase Contract Agent 5* Opinion of Winston & Strawn 12* Computation of Ratios of Earnings to Fixed Charges (for last five fiscal years) 23.1* Consent of Deloitte & Touche LLP 23.2* Consent of Winston & Strawn (included in Exhibit 5) 24.1* Powers of Attorney 24.2 Power of Attorney for Gary L. Crittenden 24.3 Power of Attorney for Michael R. Hogan 25.1* Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank relating to the Senior Debt Indenture 25.2 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The First National Bank of Chicago relating to the Subordinated Debt Indenture * Previously filed -9- EX-24.2 2 POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, does hereby make, constitute and appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and SONYA M. DAVIS, or any of them acting alone, to be his or her true lawful attorneys, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to execute and sign the Registration Statement on Form S-3 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of debt securities, common stock, preferred stock, or any hybrid or combination thereof ("Securities"), including without limitation warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued by the Company from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 15th day of October, 1998. /s/ Gary L. Crittenden ------------------------------------- Gary L. Crittenden, Principal Financial Officer EX-24.3 3 POWER OF ATTORNEY Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, does hereby make, constitute and appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and SONYA M. DAVIS, or any of them acting alone, to be his or her true lawful attorneys, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to execute and sign the Registration Statement on Form S-3 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of debt securities, common stock, preferred stock, or any hybrid or combination thereof ("Securities"), including without limitation warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued by the Company from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 14th day of October, 1998. /s/ Michael R. Hogan ------------------------------------- Michael R. Hogan, Principal Accounting Officer EX-25.2 4 FORM T-1 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 -------- STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)_ --------------------- THE FIRST NATIONAL BANK OF CHICAGO (Exact name of trustee as specified in its charter) A National Banking Association 36-0899825 (I.R.S. employer identification number) One First National Plaza, Chicago, Illinois 60670-0126 (Address of principal executive offices) (Zip Code) The First National Bank of Chicago One First National Plaza, Suite 0286 Chicago, Illinois 60670-0286 Attn: Lynn A. Goldstein, Law Department (312) 732-6919 (Name, address and telephone number of agent for service) --------------------- MONSANTO COMPANY (Exact name of obligor as specified in its charter) Delaware 43-0420020 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 800 North Lindbergh Boulevard St. Louis, Missouri 63167 63167 (Address of principal executive offices) (Zip Code) Subordinated Debt Securities (Title of Indenture Securities) 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. Comptroller of Currency, Washington, D.C., 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. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations With the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. No such affiliation exists with the trustee. Item 16. List of exhibits. List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificates of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 4. A copy of the existing by-laws of the trustee.* 5. Not Applicable. 6. The consent of the 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. 8. Not Applicable. 9. Not Applicable. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The First National Bank of Chicago, a national banking association organized and existing under the laws of the United States of America, 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 17th day of November, 1998. The First National Bank of Chicago, Trustee By /s/ Sandra L. Caruba ---------------------------- Sandra L. Caruba Vice President * Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of The First National Bank of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S WEST Capital Funding, Inc. filed with the Securities and Exchange Commission on May 6, 1998 (Registration No. 333-51907-01). EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT November 17, 1998 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between Monsanto Company and The First National Bank of Chicago, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, The First National Bank of Chicago By: /s/ Sandra L. Caruba --------------------- Sandra L. Caruba Vice President EXHIBIT 7 Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Ste 0460 Page RC-1 City, State Zip: Chicago, IL 60670 FDIC Certificate No.: 0/3/6/1/8 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 1998 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter. Schedule RC--Balance Sheet
Dollar Amounts in thousands C400 RCFD BIL MIL THOU -------- ---- ------ ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD BIL MIL THOU ---- ------------ a. Noninterest-bearing balances and currency and coin(1)........... 0081 4,490,272 1.a b. Interest-bearing balances(2).................................... 0071 5,586,990 1.b 2. Securities a. Held-to-maturity securities(from Schedule RC-B, column A)....... 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D).... 1773 8,974,952 2.b 3. Federal funds sold and securities purchased under agreements to resell 1350 5,558,583 3. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule......... RCFD ---- RC-C).............................................................. 2122 28,257,868 4.a b. LESS: Allowance for loan and lease losses....................... 3123 413,742 4.b c. LESS: Allocated transfer risk reserve........................... 3128 0 4.c d. Loans and leases, net of unearned income, allowance, and RCFD ---- reserve (item 4.a minus 4.b and 4.c)............................ 2125 27,844,126 4.d 5. Trading assets (from Schedule RD-D)................................ 3545 6,073,169 5. 6. Premises and fixed assets (including capitalized leases)........... 2145 721,430 6. 7. Other real estate owned (from Schedule RC-M)....................... 2150 6,827 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)..................................... 2130 184,515 8. 9. Customers' liability to this bank on acceptances outstanding....... 2155 310,026 9. 10. Intangible assets (from Schedule RC-M)............................. 2143 302,859 10. 11. Other assets (from Schedule RC-F).................................. 2160 2,137,491 11. 12. Total assets (sum of items 1 through 11)........................... 2170 62,191,240 12.
- ------------------ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Ste 0460 Page RC-2 City, State Zip: Chicago, IL 60670 FDIC Certificate No.: 0/3/6/1/8 ---------
Schedule RC-Continued Dollar Amounts in Thousands --------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C RCON from Schedule RC-E, part 1)............................... 2200 21,810,607 13.a (1) Noninterest-bearing(1)................................ 6631 9,864,956 13.a1 (2) Interest-bearing...................................... 6636 11,945,651 13.a2 RCFN b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)....................... 2200 15,794,963 13.b (1) Noninterest bearing................................... 6631 482,528 13.b1 (2) Interest-bearing...................................... 6636 15,312,435 13.b2 14. Federal funds purchased and securities sold under agreements to repurchase:............................................... RCFD 2800 3,858,711 14 15. a. Demand notes issued to the U.S. Treasury.................. RCON 2840 1,444,748 15.a b. Trading Liabilities(from Sechedule RC-D).................. RCFD 3548 5,661,633 15.b 16. Other borrowed money: RCFD a. With original maturity of one year or less................ 2332 4,356,061 16.a b. With original maturity of more than one year.............. A547 385,550 16.b c. With original maturity of more than three years .......... A548 320,386 16.c 17. Not applicable 18. Bank's liability on acceptance executed and outstanding..... 2920 310,026 18. 19. Subordinated notes and debentures........................... 3200 2,200,000 19. 20. Other liabilities (from Schedule RC-G)...................... 2930 1,176,564 20. 21. Total liabilities (sum of items 13 through 20).............. 2948 57,319,249 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus............... 3838 0 23. 24. Common stock................................................ 3230 200,858 24. 25. Surplus (exclude all surplus related to preferred stock).... 3839 3,188,187 25. 26. a. Undivided profits and capital reserves................... 3632 1,467,324 26.a b. Net unrealized holding gains (losses) on available-for- sale securities.......................................... 8434 18,040 26.b 27. Cumulative foreign currency translation adjustments......... 3284 (2,418) 27. 28. Total equity capital (sum of items 23 through 27)........... 3210 4,871,991 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28)....................... 3300 62,191,240 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 Number bank by independent external auditors as of any date during 1996 ......RCFD 6724 N/A M.1. 1 = Independent audit of the bank conducted in accordance with generally accepted auditing 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
- ------------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. -----END PRIVACY-ENHANCED MESSAGE-----