-----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, T0rZAkUsBIK191jah4Vw95/W9wP52r6Ddd1oNKtVgt9kcVAhgZqy+cZE7Liyhh9t ipH9Yj94Jz7WTR3X5N40BQ== 0000950134-97-000233.txt : 19970115 0000950134-97-000233.hdr.sgml : 19970115 ACCESSION NUMBER: 0000950134-97-000233 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HEALTH PROPERTIES INC CENTRAL INDEX KEY: 0000808240 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954084878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-61895 FILM NUMBER: 97505894 BUSINESS ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: STE 1800 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037969793 MAIL ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: SUITE 1800 CITY: ENGLEWOOD STATE: CO ZIP: 80111 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1997 REGISTRATION NO. 33-61895 ================================================================================ 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 ------------------------ AMERICAN HEALTH PROPERTIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4084878 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1800 ENGLEWOOD, COLORADO 80111 (303) 796-9793 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ JOSEPH P. SULLIVAN 6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1800 ENGLEWOOD, COLORADO 80111 (303) 796-9793 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: PAUL HILTON FRANK H. GOLAY, JR. DAVIS, GRAHAM & STUBBS LLP SULLIVAN & CROMWELL 370 17TH STREET, SUITE 4700 444 SOUTH FLOWER STREET DENVER, COLORADO 80202 LOS ANGELES, CALIFORNIA 90071 (303) 892-9400 (213) 955-8000 ------------------------ 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. [ ] (Cover continued on following page) ================================================================================ 2 CALCULATION OF REGISTRATION FEE
================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED(1) REGISTERED PER UNIT(2)(3) OFFERING PRICE(4)(5) FEE(4) - -------------------------------------------------------------------------------------------------- Debt Securities(6).... - -------------------------------------------------------------------------------------------------- Preferred Stock, $.01 par value, Depositary Shares............. - -------------------------------------------------------------------------------------------------- Common Stock, $.01 par value(7)(8).... - -------------------------------------------------------------------------------------------------- Warrants........... - -------------------------------------------------------------------------------------------------- Total.............. $275,000,000 100% $275,000,000 $94,828(9) ==================================================================================================
(1) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Subject to Footnote (4), there are being registered hereunder an indeterminate principal amount of Debt Securities, Preferred Stock (and Depositary Shares with respect thereto), Common Stock and Warrants as may be sold from time to time by the Registrant. This Registration Statement also covers contracts that may be issued by the Registrant under which the counterparty may be required to purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock or Warrants. Such contracts would be issued with Debt Securities, Preferred Stock, Depositary Shares, Common Stock or Warrants. There are also being registered hereunder an indeterminate principal amount of Debt Securities, Preferred Stock, Depositary Shares, Common Stock and Warrants as may be issuable upon conversion of Debt Securities, Preferred Stock or Warrants or pursuant to antidilution provisions thereof. This Registration Statement does not cover Common Stock that may be issuable upon exchange of the Psychiatric Group Stock. (2) In U.S. dollars or the equivalent thereof in one or more foreign currencies or currency units or composite currencies, including the European Currency Unit. (3) The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. (4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). In no event will the aggregate initial offering price of the Debt Securities, Preferred Stock, Depositary Shares, Common Stock and Warrants issued under this Registration Statement exceed $275,000,000 or the equivalent thereof in one or more foreign or composite currencies. (5) No separate consideration will be received for (i) Debt Securities, shares of Common Stock or Preferred Stock or Depositary Shares that are issued upon conversion of Debt Securities, Preferred Stock or Depositary Shares or (ii) Debt Securities, shares of Common Stock or Preferred Stock or Depositary Shares that are issued upon exercise of Warrants registered hereby. (6) If any such Debt Securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price of up to $275,000,000. (7) The aggregate amount of Common Stock registered hereunder is limited to that which is permissible under Rule 415(a)(4) under the Securities Act of 1933, as amended. (8) This Registration Statement also covers Preferred Stock Purchase Rights under the Registrant's Preferred Stock Purchase Rights Plan, which are attached to and tradeable only with the shares of Common Stock registered hereby. No registration fees are required for such shares and such rights as they will be issued for no additional consideration. (9) Registration fee paid on August 17, 1995. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Estimated expenses in connection with the issuance and distribution of the Securities being registered are as follows: SEC registration fee..................................................... $ 94,828 Blue Sky fees and expenses (including legal fees)........................ 25,000 Legal fees and expenses.................................................. 200,000 Accounting fees and expenses............................................. 100,000 Printing and engraving expenses.......................................... 300,000 Rating agency fees....................................................... 75,000 Trustees' fees and expenses.............................................. 30,000 Miscellaneous............................................................ 75,182 -------- Total.......................................................... $900,000* ========
- --------------- * All amounts listed above, except for the registration fee, are estimates. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law grants to the Company the power to indemnify its directors, employees and agents against liability arising out of their respective capacities as directors, officers employees or agents. Article V of the Company's Certificate of Incorporation provides for the limitation of personal liability of the directors of the Company as follows: ARTICLE V PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE DIRECTORS AND STOCKHOLDERS Section 4. A Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the date hereof to permit the further elimination or limitation of the personal liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Article V of the Company's Bylaws provides for indemnification of officers, directors and employees of the Company as follows: Section 13. Indemnification. Each officer, director and employee of the Corporation shall be indemnified by the Corporation as provided in the Certificate of Incorporation. The Company has entered into indemnification agreements with its directors that would require the Company, subject to any limitations on the maximum permissible indemnification that may exist at law, to indemnify a director for claims that arise because of his capacity as a director. The Company also II-1 4 provides its directors and officers with coverage pursuant to a policy of directors' and officers' liability insurance. ITEM 16. EXHIBITS 1.1 Form of Underwriting Agreement for Preferred Stock, Depositary Shares, Common Stock and Common Stock Warrants++ 1.2 Form of Underwriting Agreement for Debt Securities++ 4.1 Restated Certificate of Incorporation* 4.2 Certificate of Designations of Psychiatric Group Preferred Stock, incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K dated August 14, 1995* 4.3 Amended and Restated By-laws, as amended to date, incorporated by reference from Exhibit 3.2 to the Annual Report on Form 10-K for the period ended December 31, 1992 (Commission File No. 1-9381)* 4.4 Rights Agreement dated as of April 10, 1990, incorporated by reference from Exhibit 2 to the Company's Registration Statement on Form 8-A dated April 10, 1990 (Commission File No. 1-9381)* 4.5 Form of Senior Indenture, including form of Senior Debt Security* 4.6 Form of Subordinated Indenture, including form of Subordinated Security* 4.7 Form of Certificate of Designations of Preferred Stock* 4.8 Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares* 4.9 Specimen Stock Certificate with respect to Preferred Stock* 4.10 Specimen Stock Certificate with respect to Common Stock* 4.11 Form of Preferred Stock Warrant Agreement (including form of Preferred Stock Warrant Certificate)* 4.12 Form of Common Stock Warrant Agreement (including form of Common Stock Warrant Certificate)* 4.13 Form of Debt Warrant Agreement (including form of Debt Warrant Certificate)* 5.1 Opinion of Davis, Graham & Stubbs, L.L.C.* 8.1 Opinion of Davis, Graham & Stubbs, L.L.C. regarding certain tax matters*++ 12.1 Statement regarding computations of ratio of earnings to fixed charges* 23.1 Consent of Arthur Andersen LLP, independent public accountants* 23.2 Consent of Davis, Graham & Stubbs, L.L.C. (included in Exhibit 5.1)* 24.1 Powers of Attorney (included in signature page at page II-4)* 25.1 Statement of Eligibility on Form T-1
- --------------- * Previously filed + To be filed by post-effective amendment ++ To be filed in a Current Report on Form 8-K II-2 5 ITEM 17. UNDERTAKINGS (A) The undersigned hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) 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 Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (B) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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. (C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions 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 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 Act and will be governed by the final adjudication of such issue. II-3 6 (D) The undersigned registrant hereby undertakes that: (i) For purposes of determining any liability under the Securities Act of 1933, 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 Company pursuant to Rule 424(b)(1) or (4) 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. (ii) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. (E) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the Senior Trustee or the Subordinated Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. (F) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering. II-4 7 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 Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 14th day of January, 1997. AMERICAN HEALTH PROPERTIES, INC. By: /s/ Joseph P. Sullivan* ----------------------------------- Joseph P. Sullivan President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed below by the foregoing persons in the capacities and on the dates indicated. /s/ Joseph P. Sullivan* Director, President and Chief January 14, 1997 - ------------------------------------- Executive Officer Joseph P. Sullivan /s/ Michael J. McGee Vice President, Treasurer, January 14, 1997 - ------------------------------------- Controller (Principal Financial Michael J. McGee and Accounting Officer) and Assistant Secretary /s/ Walter J. McNerny* Chairman of the Board of Directors January 14, 1997 - ------------------------------------- Walter J. McNerny /s/ Norman Barker, Jr.* Director January 14, 1997 - ------------------------------------- Norman Barker, Jr. /s/ Royce Diener* Director January 14, 1997 - ------------------------------------- Royce Diener /s/ James L. Fishel* Director January 14, 1997 - ------------------------------------- James L. Fishel Director - ------------------------------------- Charles M. Haar /s/ Sheldon S. King* Director January 14, 1997 - ------------------------------------- Sheldon S. King /s/ Louis T. Rosso* Director January 14, 1997 - ------------------------------------- Louis T. Rosso *By: /s/ Michael J. McGee --------------------------------- Michael J. McGee Attorney-in-Fact
II-5 8 EXHIBIT INDEX
EXHIBIT PAGE NUMBER DOCUMENT NUMBER ------- --------------------------------------------------------------------- ----- 25.1 Statement of Eligibility on Form T-1
EX-25.1 2 FORM T-1 1 CONFORMED COPY EXHIBIT 25.1 ================================================================================ 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.) 48 Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ______________________ AMERICAN HEALTH PROPERTIES, INC. (Exact name of obligor as specified in its charter) Delaware 95-4084878 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 6400 South Fiddler's Green Circle Suite 1800 Englewood, Colorado 80111 (Address of principal executive offices) (Zip code) ______________________ Notes (Title of the indenture securities) ================================================================================ 2 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
(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. (See Note on page 3.) 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 RULE 24 OF THE COMMISSION'S RULES OF PRACTICE. 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- 3 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. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. - 3 - 4 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 13th day of January, 1997. THE BANK OF NEW YORK By: /s/ WALTER N. GITLIN ---------------------------- Name: WALTER N. GITLIN Title: VICE PRESIDENT -4- 5 EXHIBIT 7 ________________________________________________________________________________ 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 September 30, 1996, 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 .................. $ 4,404,522 Interest-bearing balances .......... 732,833 Securities: Held-to-maturity securities ........ 789,964 Available-for-sale securities ...... 2,005,509 Federal funds sold in domestic offices of the bank: Federal funds sold ................... 3,364,838 Loans and lease financing receivables: Loans and leases, net of unearned income ........................... 28,728,602 LESS: Allowance for loan and lease losses ..................... 584,525 LESS: Allocated transfer risk reserve........................... 429 Loans and leases, net of unearned income, allowance, and reserve 28,143,648 Assets held in trading accounts ...... 1,004,242 Premises and fixed assets (including capitalized leases) ................ 605,668 Other real estate owned .............. 41,238 Investments in unconsolidated subsidiaries and associated companies .......................... 205,031 Customers' liability to this bank on acceptances outstanding ............ 949,154 Intangible assets .................... 490,524 Other assets ......................... 1,305,839 ----------- Total assets ......................... $44,043,010 ----------- LIABILITIES Deposits: In domestic offices ................ $20,441,318 Noninterest-bearing ................ 8,158,472 Interest-bearing ................... 12,282,846 In foreign offices, Edge and Agreement subsidiaries, and IBFs ... 11,710,903 Noninterest-bearing ................ 46,182 Interest-bearing ................... 11,664,721 Federal funds purchased in domestic offices of the bank: Federal funds purchased ............ 1,565,288 Demand notes issued to the U.S. Treasury ........................... 293,186 Trading liabilities .................. 826,856 Other borrowed money: With original maturity of one year or less .......................... 2,103,443 With original maturity of more than one year ......................... 20,766 Bank's liability on acceptances exe- cuted and outstanding .............. 951,116 Subordinated notes and debentures .... 1,020,400 Other liabilities .................... 1,522,884 ----------- Total liabilities .................... 40,456,160 ----------- EQUITY CAPITAL Common stock ........................ 942,284 Surplus ............................. 525,666 Undivided profits and capital reserves .......................... 2,129,376 Net unrealized holding gains (losses) on available-for-sale securities ........................ ( 2,073) Cumulative foreign currency transla- tion adjustments .................. ( 8,403) ----------- Total equity capital ................ 3,586,850 ----------- Total liabilities and equity capital ........................... $44,043,010 -----------
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. J. Carter Bacot ) Thomas A. Renyi ) Directors Alan R. Griffith ) ________________________________________________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----