-----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, JgMkiWJPnC7MMskNz/zv7eislwEn5+JiH+MvD5nF3nUmOsjVqmzU3uffyKjsrc4+ oGZdG7B9aQEktFRJRknXOg== 0000950134-97-001888.txt : 19970319 0000950134-97-001888.hdr.sgml : 19970319 ACCESSION NUMBER: 0000950134-97-001888 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970318 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECHO BAY MINES LTD CENTRAL INDEX KEY: 0000722080 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-77738 FILM NUMBER: 97558439 BUSINESS ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: STE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111-4957 BUSINESS PHONE: 3037148600 MAIL ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: STE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111-4957 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECHO BAY RESOURCES INC CENTRAL INDEX KEY: 0000921757 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 521872784 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-77738-01 FILM NUMBER: 97558440 BUSINESS ADDRESS: STREET 1: 6400 S. FIDDLERS GREEN CIRLE STREET 2: SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037148600 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 ON FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1997 REGISTRATION NO. 33-77738 ================================================================================ 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 ------------------------ ECHO BAY MINES LTD. and ECHO BAY RESOURCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ECHO BAY MINES, LTD. INCORPORATED UNDER ECHO BAY MINES LTD. THE LAWS OF NONE CANADA ECHO BAY RESOURCES, INC.-- ECHO BAY RESOURCES, INC.--DELAWARE 52-1872784 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1000 ENGLEWOOD, COLORADO 80111 (303) 714-8600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ RICHARD C. KRAUS 6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1000 ENGLEWOOD, COLORADO 80111 (303) 714-8600 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: DAVID A. SPENCER MILNER FENERTY RONALD R. LEVINE II 30TH FLOOR WILLIAM P. ROGERS JR. DAVIS, GRAHAR & STUBBS LLP 700 - 9TH AVENUE S.W. CRAVATH, SWAINE & MOORE 370 17TH STREET, SUITE 4700 CALGARY, ALBERTA 825 EIGHTH AVENUE DENVER, COLORADO 80202 T2P 4A7 NEW YORK, NY, 10019 (303) 892-9400 (403) 268-7000 (212) 474-1000 ------------------------ 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 the Registrant. 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 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 number of the earlier 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 16. EXHIBITS 1.1 Underwriting Agreement for Capital Securities(3) 3.1 Certificate of Incorporation of EBR(2) 3.2 By-laws of EBR(2) 4.1 Indenture for Capital Securities(3) 4.2 Form of Debt Security (included in Exhibit 4.1)(3) 4.3 Indenture Supplement for Capital Securities(3) 4.4 Form of Indenture for Guaranteed Debt Securities(2) 4.5 Form of Guaranteed Debt Security (included in Exhibit 4.5)(2) 5.1 Opinion and Consent of Milner Fenerty(2) 5.2 Opinion and Consent of Davis, Graham & Stubbs, L.L.C.(2) 12.1 Statement re Computation of Ratios(2) 23.1 Consent of Ernst & Young(2) 23.2 Consent of Milner Fenerty - see Exhibit 5.1(2) 23.3 Consent of Davis, Graham & Stubbs, L.L.C. - see Exhibit 5.2(2) 24.1 Power of Attorney of Peter Clarke(2) 24.2 Powers of Attorney of other directors and officers(2) 24.3 Power of Attorney of Echo Bay Mines Ltd.(1) 24.4 Power of Attorney of Echo Bay Resources Inc.(1) 25.1 Statement of Eligibility on Form T-1(1)
- --------------- (1) Filed herewith. (2) Previously filed with the Company's and Resources' Registration Statement on Form S-3 filed with the Commission (Reg. No. 33-77738). (3) To be filed in a Current Report on Form 8-K. II-1 3 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 17th day of March, 1997. ECHO BAY MINES LTD. By: Richard C. Kraus* ----------------------------------- Richard C. Kraus, Chief Executive Officer, President and U.S. Authorized Representative Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the foregoing persons in the capacities and on the dates indicated. Richard C. Kraus* President and Chief Executive March 17, 1997 - ------------------------------------- Officer (Principal Executive Richard C. Kraus Officer) Peter H. Cheesbrough* Senior Vice-President, Finance and March 17, 1997 - ------------------------------------- Chief Financial Officer Peter H. Cheesbrough Gerald A. Tywoniuk* Vice President, Controller and March 17, 1997 - ------------------------------------- Principal Accounting Officer Gerald A. Tywoniuk JOHN N. ABELL* ) LATHAM C. BURNS* ) PETER CLARKE* ) RICHARD C. KRAUS* ) A majority of the Board of Directors March 17, 1997 ROBERT L. LECLERC* ) JOHN F. McOUAT* ) R. GEOFFREY P. STYLES* ) *By: /s/ David A. Spencer --------------------------------- Attorney-in-Fact
II-2 4 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 17th day of March, 1997. ECHO BAY RESOURCES, INC. By: Richard C. Kraus* ----------------------------------- Richard C. Kraus, Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Richard C. Kraus* Chairman, Chief Executive Officer March 17, 1997 - ------------------------------------- and President (Principal Executive Richard C. Kraus Officer) and Director Peter H. Cheesbrough* Senior Vice-President (Principal March 17, 1997 - ------------------------------------- Financial Officer and Principal Peter H. Cheesbrough Accounting Officer) Robert L. Leclerc* Director March 17, 1997 - ------------------------------------- Robert L. Leclerc *By: /s/ Ronald R. Levine II --------------------------------- Ronald R. Levine II Attorney-in-Fact
II-3 5 EXHIBIT INDEX
EXHIBIT PAGE NUMBER DOCUMENT NUMBER ------- --------------------------------------------------------------------- ----- 1.1 Underwriting Agreement for Capital Securities(3) 3.1 Certificate of Incorporation of EBR(2) 3.2 By-laws of EBR(2) 4.1 Indenture for Capital Securities(3) 4.2 Form of Debt Security (included in Exhibit 4.1)(3) 4.3 Indenture Supplement for Capital Securities(3) 4.4 Form of Indenture for Guaranteed Debt Securities(2) 4.5 Form of Guaranteed Debt Security (included in Exhibit 4.5)(2) 5.1 Opinion and Consent of Milner Fenerty(2) 5.2 Opinion and Consent of Davis, Graham & Stubbs, L.L.C.(2) 12.1 Statement re Computation of Ratios(2) 23.1 Consent of Ernst & Young(2) 23.2 Consent of Milner Fenerty - see Exhibit 5.1(2) 23.3 Consent of Davis, Graham & Stubbs, L.L.C. - see Exhibit 5.2(2) 24.1 Power of Attorney of Peter Clarke(2) 24.2 Powers of Attorney of other directors and officers(2) 24.3 Power of Attorney of Echo Bay Mines Ltd.(1) 24.4 Power of Attorney of Echo Bay Resources Inc.(1) 25.1 Statement of Eligibility on Form T-1(1)
- --------------- (1) Filed herewith. (2) Previously filed with the Company's and Resources' Registration Statement on Form S-3 filed with the Commission (Reg. No. 33-77738). (3) To be filed in a Current Report on Form 8-K. EX-24.3 2 POWER OF ATTORNEY-ECHO BAY MINES, LTD. 1 EXHIBIT 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, directors and/or officers of Echo Bay Mines Ltd. (the "Company"), hereby constitutes and appoints ROBERT L. LECLERC and MICHAEL GLUCKMAN and DAVID A. SPENCER and RONALD R. LEVINE, II or any one of them, his true and lawful attorney or attorneys and agent or agents to do any and all acts and to execute in his name, place and stead in such capacity or capacities (whether on behalf of the Company or otherwise) any and all instruments which said attorney or attorneys and agent or agents may deem necessary or advisable to enable the Company and each of the undersigned to comply with the United States Securities Act of 1933, as amended, (the "1933 Act") and any rules, regulations, requirements or requests of the Securities and Exchange Commission thereunder or in respect thereof in connection with the shelf registration under the 1933 Act of debt and equities of the Company including specifically, but without limiting the generality of the foregoing, power and authority to execute the respective names of the undersigned directors and/or officers as indicated below (whether on behalf of the Company or as a director and/or officer of the Company or by attesting the seal of the Company or otherwise) to a registration statement on Form S-3 or any other appropriate form covering the securities, and any supplement or amendment thereto (including post-effective amendment) and any amendment to any such amendment, as well as any subsequent registration statement filed pursuant to Rule 462(b) under the 1933 Act, and each of the undersigned does hereby ratify and confirm all that such attorney or attorneys and agent or agents or any one of them shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 17th day of March, 1997. /s/ John N. Abell - --------------------------- ----------------------------- John N. Abell, Director Latham C. Burns, Director - --------------------------- ----------------------------- Pierre Choquette, Director John Gilray Christy, Director - --------------------------- ----------------------------- Peter Clarke, Director Carlos A. Ferrer, Director /s/ Richard C. Kraus /s/ Robert L. Leclerc - --------------------------- ----------------------------- Richard C. Kraus, President Robert L. Leclerc, Q.C., and Chief Executive Chairman and Director Officer and Director - --------------------------- ----------------------------- John F. McOuat, Director Monica E. Sloan, Director /s/ R. Geoffrey P. Styles - --------------------------- R. Geoffrey P. Styles, Director /s/ Peter H. Cheesbrough /s/ Gerald A. Tywoniuk - --------------------------- ----------------------------- Peter H. Cheesbrough, Senior Gerald A. Tywoniuk, Vice-President, Vice-President, Finance Controller and Principal Accounting and Chief Financial Officer Officer EX-24.4 3 POWER OF ATTORNEY-ECHO BAY RESOURCES, INC. 1 EXHIBIT 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, directors and/or officers of Echo Bay Resources Inc. (the "Company"), hereby constitutes and appoints ROBERT L. LECLERC and MICHAEL GLUCKMAN and DAVID A. SPENCER and RONALD R. LEVINE, II or any one of them, his true and lawful attorney or attorneys and agent or agents to do any and all acts and to execute in his name, place and stead in such capacity or capacities (whether on behalf of the Company or otherwise) any and all instruments which said attorney or attorneys and agent or agents may deem necessary or advisable to enable the Company and each of the undersigned to comply with the United States Securities Exchange Act of 1933, as amended, (the "1933 Act") and any rules, regulations, requirements or requests of the Securities and Exchange Commission thereunder or in respect thereof in connection with the shelf registration under the 1933 Act of debt and equities of the Company including specifically, but without limiting the generality of the foregoing, power and authority to execute the respective names of the undersigned directors and/or officers as indicated below (whether on behalf of the Company or as a director and/or officer of the Company or by attesting the seal of the Company or otherwise) to a registration statement on Form S-3 or any other appropriate form covering the securities, and any supplement or amendment thereto (including post-effective amendment) and any amendment to any such amendment, as well as any subsequent registration statement filed pursuant to Rule 462(b) under the 1933 Act, and each of the undersigned does hereby ratify and confirm all that such attorney or attorneys and agent or agents or any one of them shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 17th day of March, 1997. /s/ Robert L. Leclerc - ------------------------------- Robert L. Leclerc, Director /s/ Richard C. Kraus - ------------------------------- Richard C. Kraus, Director, Chairman, Chief Executive Officer and President /s/ Peter H. Cheesbrough - ------------------------------- Peter H. Cheesbrough, Senior Vice-President (Principal Financial Officer and Principal Accounting Officer) EX-25.1 4 FORM T-1 1 EXHIBIT 25.1 ________________________________________________________________________________ UNITED STATES 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) ___________ ______________________________ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification no.) FOUR ALBANY STREET NEW YORK, NEW YORK 10006 (Address of principal (Zip Code) executive offices) BANKERS TRUST COMPANY LEGAL DEPARTMENT 130 LIBERTY STREET, 31ST FLOOR NEW YORK, NEW YORK 10006 (212) 250-2201 (Name, address and telephone number of agent for service) _________________________________ (Name, address and telephone number of agent for service) _________________________________________ ECHO BAY MINES LTD. (Exact name of obligor as specified in its charter) INCORPORATED UNDER THE LAWS OF CANADA NONE (State or other jurisdiction of (I.R.S. employer Incorporation or organization) Identification no.) SUITE 1000, 6400 S. FIDDLERS GREEN CIRCLE ENGLEWOOD, CO 80111-4957 (Address of principal executive offices) (Zip Code) ------------------------------ JUNIOR SUBORDINATED DEBENTURES (Title of the 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.
NAME ADDRESS ---- ------- Federal Reserve Bank (2nd District) New York, NY Federal Deposit Insurance Corporation Washington, D.C. New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None. ITEM 3. -15. NOT APPLICABLE ITEM 16. LIST OF EXHIBITS. EXHIBIT 1 - Restated Organization Certificate of Bankers Trust Company dated August 7, 1990, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated June 21, 1995 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 33- 65171, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 20, 1996, copy attached. EXHIBIT 2 - Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. EXHIBIT 3 - Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as amended on September 17, 1996 - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-15263. -2- 3 EXHIBIT 5 - Not applicable. EXHIBIT 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864. EXHIBIT 7 - A copy of the latest report of condition of Bankers Trust Company dated as of December 31, 1996. EXHIBIT 8 - Not Applicable. EXHIBIT 9 - Not Applicable. -3- 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bankers Trust Company, 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 17th day of March, 1997. BANKERS TRUST COMPANY By: /s/ Matthew Seeley ------------------------- Matthew Seeley Vice President -4- 5 Legal Title of Bank: Bankers Trust Company Call Date: 12/31/96 ST-BK:36-4840 FFIEC 031 Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1 City, State ZIP: New York, NY 10006 11 FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS DECEMBER 31, 1996 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, reported the amount outstanding as of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET
C400 ------------------------ Dollar Amounts in Thousands RCFD Bil Mil Thou - ------------------------------------------------------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin(1) ............................... 0081 1,545,000 1.a. b. Interest-bearing balances(2) ........................................................ 0071 2,494,000 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 4,368,000 2.b. 3 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds sold .................................................................. 0276 3,651,000 3.a. b. Securities purchased under agreements to resell ..................................... 0277 3,230,000 3.b. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 27,239,000 4.a. b. LESS: Allowance for loan and lease losses....................RCFD 3123 917,000 4.b. c. LESS: Allocated transfer risk reserve .......................RCFD 3128 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) .................................. 2125 28,889,000 4.d. 5. Assets held in trading accounts ............................................................ 3545 38,272,000 5. 6. Premises and fixed assets (including capitalized leases) ................................... 2145 914,000 6. 7. Other real estate owned (from Schedule RC-M) ............................................... 2150 213,000 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 184,000 8. 9. Customers' liability to this bank on acceptances outstanding ............................... 2155 597,000 9. 10. Intangible assets (from Schedule RC-M) ..................................................... 2143 17,000 10. 11. Other assets (from Schedule RC-F) .......................................................... 2160 6,056,000 11. 12. Total assets (sum of items 1 through 11) ................................................... 2170 90,430,000 12. -------------------
__________________________ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held in trading accounts. 6 Legal Title of Bank: Bankers Trust Company Call Date: 12/31/96 ST-BK: 36-4840 FFIEC 031 Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2 City, State Zip: New York, NY 10006 12 FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
SCHEDULE RC--CONTINUED Dollar Amounts in Thousands Bil Mil Thou - ----------------------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schefdule RC-E, part I) RCON 2200 11,985,000 13.a. (1) Noninterest-bearing(1) ......................RCON 6631 2,734,000.......... 13.a.(1) (2) Interest-bearing ............................RCON 6636 6,657,000.......... 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E part II) RCFN 2200 21,619,000 13.b. (1) Noninterest-bearing ........................RCFN 6631 654,000 13.b.(1) (2) Interest-bearing ...........................RCFN 6636 22,731,000 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds purchased ........................................................... RCFD 0278 6,560,000 14.a. b. Securities sold under agreements to repurchase .................................... RCFD 0279 120,000 14.b. 15. a. Demand notes issued to the U.S. Treasury .......................................... RCON 2840 0 15.a. b. Trading liabilities ............................................................... RCFD 3548 19,172,000 15.b. 16. Other borrowed money: a. With original maturity of one year or less ........................................ RCFD 2332 15,909,000 16.a. b. With original maturity of more than one year ...................................... RCFD 2333 3,097,000 16.b. 17. Mortgage indebtedness and obligations under capitalized leases ......................... RCFD 2910 31,000 17. 18. Bank's liability on acceptances executed and outstanding ............................... RCFD 2920 597,000 18. 19. Subordinated notes and debentures ...................................................... RCFD 3200 1,229,000 19. 20. Other liabilities (from Schedule RC-G) ................................................. RCFD 2930 5,235,000 20. 21. Total liabilities (sum of items 13 through 20) ......................................... RCFD 2948 85,554,000 21. 22. Limited-life preferred stock and related surplus ....................................... RCFD 3282 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus .......................................... RCFD 3838 600,000 23. 24. Common stock ........................................................................... RCFD 3230 1,001,000 24. 25. Surplus (exclude all surplus related to preferred stock) ............................... RCFD 3839 540,000 25. 26. a. Undivided profits and capital reserves ............................................ RCFD 3632 3,131,000 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities ............ RCFD 8434 (14,000)26.b. 27. Cumulative foreign currency translation adjustments .................................... RCFD 3284 (382,000)27. 28. Total equity capital (sum of items 23 through 27) ...................................... RCFD 3210 4,876,000 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) ................................................................................ RCFD 3300 90,430,000 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 Number most comprehensive level of auditing work performed for the bank by independent external ------ auditors as of any date during 1995 ....................................................... RCFD 6724 N/A M.1
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other with generally accepted auditing standards by a certified external auditors (may be required by state chartering public accounting firm which submits a report on the bank authority) 2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external conducted in accordance with generally accepted auditing auditors standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external submits a report on the consolidated holding company auditors (but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work) 3 = Directors' examination of the bank conducted in 8 = No external audit work accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
- ---------------------- (1) Including total demand deposits and noninterest-bearing time and savings deposits. 7 State of New York, Banking Department I, PETER M. PHILBIN, Deputy Superintendent of Bank of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8005 OF THE BANKING LAW," dated March 20, 1996, providing for an increase in authorized capital stock from $1,351,666,670 consisting of 85,166,667 shares with a par value of $10 each designated as Common Stock and 500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $1,501,666,670 consisting of 100,166,667 shares with a par value of $10 each designated as Common Stock and 500 shares with a par value of $1,000,000 each designated as Series Preferred Stock. WITNESS, my hand and official seal of the Banking Department at the City of New York, this 21ST day of MARCH in the Year of our Lord one thousand nine hundred and NINETY-SIX. Peter M. Philbin Deputy ---------------------------- Superintendent of Banks 8 CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST Under Section 8005 of the Banking Law _____________________________ We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an Assistant Secretary of Bankers Trust Company, do hereby certify: 1. The name of the corporation is Bankers Trust Company. 2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of march, 1903. 3. The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith. 4. Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows: "III. The amount of capital stock which the corporation is hereafter to have is One Billion, Three Hundred Fifty One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,351,666,670), divided into Eighty-Five Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (85,166,667) shares with a par value of $10 each designated as Common Stock and 500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock." is hereby amended to read as follows: "III. The amount of capital stock which the corporation is hereafter to have is One Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,501,666,670), divided into One Hundred Million, One Hundred Sixty Six Thousand, Six Hundred Sixty-Seven (100,166,667) shares with a par value of $10 each designated as Common Stock and 500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock." 9 6. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon. IN WITNESS WHEREOF, we have made and subscribed this certificate this 20th day of March , 1996. James T. Byrne, Jr. ----------------------------- James T. Byrne, Jr. Managing Director Lea Lahtinen ----------------------------- Lea Lahtinen Assistant Secretary State of New York ) ) ss: County of New York ) Lea Lahtinen, being fully sworn, deposes and says that she is an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true. Lea Lahtinen ----------------------------- Lea Lahtinen Sworn to before me this 20th day of March, 1996. Sandra L. West - ------------------------------- Notary Public SANDRA L. WEST Counterpart filed in the Notary Public State of New York Office of the Superintendent of No. 31-4942101 Banks, State of New York, Qualified in New York County This 21st day of March, 1996 Commission Expires September 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----