Exhibit 25(a)-5
Registration Nos.
----------------------------------------------------------------
----------------------------------------------------------------
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) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 00-0000000
(State of incorporation) (I.R.S. employer identification no.)
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 19890
(Address of principal executive offices)
Xxxxxxx X. Xxxxxxx
Vice President and Trust Counsel
Wilmington Trust Company
Xxxxxx Square North
Wilmington, Delaware 19890
(000) 000-0000
(Name, address and telephone number of agent for service)
THE WASHINGTON WATER POWER COMPANY
(Exact name of obligor as specified in its charter)
Delaware To Be Applied For
(State of incorporation) (I.R.S. employer identification no.)
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
(Address of principal executive offices) (Zip Code)
Guarantee with respect to Washington Water Power Capital I
Trust Originated Preferred Securities and The Washington
Water Power Company obligations with respect to such Preferred
Securities under an Indenture and an Amended and Restated
Declaraction of Trust Agreement
(Title of the 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.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(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 affiliation:
Based upon an examination of the books and records of
the trustee and upon information furnished by the
obligor, the obligor is not an affiliate of the
trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement
of Eligibility and Qualification.
X. Xxxx of the Charter of Wilmington Trust Company, which
includes the certificate of authority of Wilmington
Trust Company to commence business and the
authorization of Wilmington Trust Company to exercise
corporate trust powers.
B. Copy of By-Laws of Wilmington Trust Company.
C. Consent of Wilmington Trust Company required by Section
321(b) of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington
Trust Company.
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, Wilmington Trust Company, a
corporation organized and existing under the laws of Delaware,
has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the
City of Wilmington and State of Delaware on the 18th day of
November, 1996.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ Xxxxxxxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxx
------------------------- ------------------
Assistant Secretary Name: Xxxxx X. Xxxxx
Title: Vice President
EXHIBIT A
AMENDED CHARTER
WILMINGTON TRUST COMPANY
WILMINGTON, DELAWARE
AS EXISTING ON MAY 9, 1987
AMENDED CHARTER
OR
ACT OF INCORPORATION
OF
WILMINGTON TRUST COMPANY
WILMINGTON TRUST COMPANY, originally incorporated by an
Act of the General Assembly of the State of Delaware, entitled
"An Act to Incorporate the Delaware Guarantee and Trust Company",
approved March 2, A.D. 1901, and the name of which company was
changed to "WILMINGTON TRUST COMPANY" by an amendment filed in
the Office of the Secretary of State on March 18, A.D. 1903, and
the Charter or Act of Incorporation of which company has been
from time to time amended and changed by merger agreements
pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend
its Charter or Act of Incorporation so that the same as so
altered and amended shall in its entirety read as follows:
FIRST: - The name of this corporation is WILMINGTON TRUST
COMPANY.
SECOND: - The location of its principal office in the
State of Delaware is at Xxxxxx Square North, in the City
of Wilmington, County of New Castle; the name of its
resident agent is WILMINGTON TRUST COMPANY whose address
is Xxxxxx Square North, in said City. In addition to such
principal office, the said corporation maintains and
operates branch offices in the City of Newark, New Castle
County, Delaware, the Town of Newport, New Castle County,
Delaware, at Claymont, New Castle County, Delaware, at
Greenville, New Castle County Delaware, and at Milford
Cross Roads, New Castle County, Delaware, and shall be
empowered to open, maintain and operate branch offices at
Ninth and Xxxxxxx Streets, 000 Xxxxxxxx Xxxxxx, 0000
Xxxxxx Xxxxxx, and 0000 Xxxxxx Xxxxxx, all in the City of
Wilmington, New Castle County, Delaware, and such other
branch offices or places of business as may be authorized
from time to time by the agency or agencies of the
government of the State of Delaware empowered to confer
such authority.
THIRD: - (a) The nature of the business and the objects
and purposes proposed to be transacted, promoted or
carried on by this Corporation are to do any or all of the
things herein mentioned as fully and to the same extent as
natural persons might or could do and in any part of the
world, viz.:
(1) To sue and be sued, complain and defend in any
Court of law or equity and to make and use a common
seal, and alter the seal at pleasure, to hold,
purchase, convey, mortgage or otherwise deal in real
and personal estate and property, and to appoint such
officers and agents as the business of the Corporation
shall require, to make by-laws not inconsistent with
the Constitution or laws of the United States or of
this State, to discount bills, notes or other
evidences of debt, to receive deposits of money, or
securities for money, to buy gold and silver bullion
and foreign coins, to buy and sell bills of exchange,
and generally to use, exercise and enjoy all the
powers, rights, privileges and franchises incident to
a corporation which are proper or necessary for the
transaction of the business of the Corporation hereby
created.
(2) To insure titles to real and personal property,
or any estate or interests therein, and to guarantee
the holder of such property, real or personal, against
any claim or claims, adverse to his interest therein,
and to prepare and give certificates of title for any
lands or premises in the State of Delaware, or
elsewhere.
(3) To act as factor, agent, broker or attorney in
the receipt, collection, custody, investment and
management of funds, and the purchase, sale,
management and disposal of property of all
descriptions, and to prepare and execute all papers
which may be necessary or proper in such business.
(4) To prepare and draw agreements, contracts, deeds,
leases, conveyances, mortgages, bonds and legal papers
of every description, and to carry on the business of
conveyancing in all its branches.
(5) To receive upon deposit for safekeeping money,
jewelry, plate, deeds, bonds and any and all other
personal property of every sort and kind, from
executors, administrators, guardians, public officers,
courts, receivers, assignees, trustees, and from all
fiduciaries, and from all other persons and
individuals, and from all corporations whether state,
municipal, corporate or private, and to rent boxes,
safes, vaults and other receptacles for such property.
(6) To act as agent or otherwise for the purpose of
registering, issuing, certificating, countersigning,
transferring or underwriting the stock, bonds or other
obligations of any corporation, association, state or
municipality, and may receive and manage any sinking
fund therefor on such terms as may be agreed upon
between the two parties, and in like manner may act as
Treasurer of any corporation or municipality.
(7) To act as Trustee under any deed of trust,
mortgage, bond or other instrument issued by any
state, municipality, body politic, corporation,
association or person, either alone or in conjunction
with any other person or persons, corporation or
corporations.
(8) To guarantee the validity, performance or effect
of any contract or agreement, and the fidelity of
persons holding places of responsibility or trust; to
become surety for any person, or persons, for the
faithful performance of any trust, office, duty,
contract or agreement, either by itself or in
conjunction with any other person, or persons,
corporation, or corporations, or in like manner become
surety upon any bond, recognizance, obligation,
judgment, suit, order, or decree to be entered in any
court of record within the State of Delaware or
elsewhere, or which may now or hereafter be required
by any law, judge, officer or court in the State of
Delaware or elsewhere.
(9) To act by any and every method of appointment as
trustee, trustee in bankruptcy, receiver, assignee,
assignee in bankruptcy, executor, administrator,
guardian, bailee, or in any other trust capacity in
the receiving, holding, managing, and disposing of any
and all estates and property, real, personal or mixed,
and to be appointed as such trustee, trustee in
bankruptcy, receiver, assignee, assignee in
bankruptcy, executor, administrator, guardian or
bailee by any persons, corporations, court, officer,
or authority, in the State of Delaware or elsewhere;
and whenever this Corporation is so appointed by any
person, corporation, court, officer or authority such
trustee, trustee in bankruptcy, receiver, assignee,
assignee in bankruptcy, executor, administrator,
guardian, bailee, or in any other trust capacity, it
shall not be required to give bond with surety, but
its capital stock shall be taken and held as security
for the performance of the duties devolving upon it by
such appointment.
(10) And for its care, management and trouble, and
the exercise of any of its powers hereby given, or for
the performance of any of the duties which it may
undertake or be called upon to perform, or for the
assumption of any responsibility the said Corporation
may be entitled to receive a proper compensation.
(11) To purchase, receive, hold and own bonds,
mortgages, debentures, shares of capital stock, and
other securities, obligations, contracts and evidences
of indebtedness, of any private, public or municipal
corporation within and without the State of Delaware,
or of the Government of the United States, or of any
state, territory, colony, or possession thereof, or of
any foreign government or country; to receive,
collect, receipt for, and dispose of interest,
dividends and income upon and from any of the bonds,
mortgages, debentures, notes, shares of capital stock,
securities, obligations, contracts, evidences of
indebtedness and other property held and owned by it,
and to exercise in respect of all such bonds,
mortgages, debentures, notes, shares of capital stock,
securities, obligations, contracts, evidences of
indebtedness and other property, any and all the
rights, powers and privileges of individual owners
thereof, including the right to vote thereon; to
invest and deal in and with any of the moneys of the
Corporation upon such securities and in such manner as
it may think fit and proper, and from time to time to
vary or realize such investments; to issue bonds and
secure the same by pledges or deeds of trust or
mortgages of or upon the whole or any part of the
property held or owned by the Corporation, and to sell
and pledge such bonds, as and when the Board of
Directors shall determine, and in the promotion of its
said corporate business of investment and to the
extent authorized by law, to lease, purchase, hold,
sell, assign, transfer, pledge, mortgage and convey
real and personal property of any name and nature and
any estate or interest therein.
(b) In furtherance of, and not in limitation, of the
powers conferred by the laws of the State of Delaware, it
is hereby expressly provided that the said Corporation
shall also have the following powers:
(1) To do any or all of the things herein set forth,
to the same extent as natural persons might or could
do, and in any part of the world.
(2) To acquire the good will, rights, property and
franchises and to undertake the whole or any part of
the assets and liabilities of any person, firm,
association or corporation, and to pay for the same in
cash, stock of this Corporation, bonds or otherwise;
to hold or in any manner to dispose of the whole or
any part of the property so purchased; to conduct in
any lawful manner the whole or any part of any
business so acquired, and to exercise all the powers
necessary or convenient in and about the conduct and
management of such business.
(3) To take, hold, own, deal in, mortgage or
otherwise lien, and to lease, sell, exchange,
transfer, or in any manner whatever dispose of
property, real, personal or mixed, wherever situated.
(4) To enter into, make, perform and carry out
contracts of every kind with any person, firm,
association or corporation, and, without limit as to
amount, to draw, make, accept, endorse, discount,
execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures, and other
negotiable or transferable instruments.
(5) To have one or more offices, to carry on all or
any of its operations and businesses, without
restriction to the same extent as natural persons
might or could do, to purchase or otherwise acquire,
to hold, own, to mortgage, sell, convey or otherwise
dispose of, real and personal property, of every class
and description, in any State, District, Territory or
Colony of the United States, and in any foreign
country or place.
(6) It is the intention that the objects, purposes
and powers specified and clauses contained in this
paragraph shall (except where otherwise expressed in
said paragraph) be nowise limited or restricted by
reference to or inference from the terms of any other
clause of this or any other paragraph in this charter,
but that the objects, purposes and powers specified in
each of the clauses of this paragraph shall be
regarded as independent objects, purposes and powers.
FOURTH: - (a) The total number of shares of all classes
of stock which the Corporation shall have authority to
issue is forty-one million (41,000,000) shares, consisting
of:
(1) One million (1,000,000) shares of Preferred
stock, par value $10.00 per share (hereinafter
referred to as "Preferred Stock"); and
(2) Forty million (40,000,000) shares of Common
Stock, par value $1.00 per share (hereinafter referred
to as "Common Stock").
(b) Shares of Preferred Stock may be issued from time to
time in one or more series as may from time to time be
determined by the Board of Directors each of said series
to be distinctly designated. All shares of any one series
of Preferred Stock shall be alike in every particular,
except that there may be different dates from which
dividends, if any, thereon shall be cumulative, if made
cumulative. The voting powers and the preferences and
relative, participating, optional and other special rights
of each such series, and the qualifications, limitations
or restrictions thereof, if any, may differ from those of
any and all other series at any time outstanding; and,
subject to the provisions of subparagraph 1 of Paragraph
(c) of this Article FOURTH, the Board of Directors of the
Corporation is hereby expressly granted authority to fix
by resolution or resolutions adopted prior to the issuance
of any shares of a particular series of Preferred Stock,
the voting powers and the designations, preferences and
relative, optional and other special rights, and the
qualifications, limitations and restrictions of such
series, including, but without limiting the generality of
the foregoing, the following:
(1) The distinctive designation of, and the number of
shares of Preferred Stock which shall constitute such
series, which number may be increased (except where
otherwise provided by the Board of Directors) or
decreased (but not below the number of shares thereof
then outstanding) from time to time by like action of
the Board of Directors;
(2) The rate and times at which, and the terms and
conditions on which, dividends, if any, on Preferred
Stock of such series shall be paid, the extent of the
preference or relation, if any, of such dividends to
the dividends payable on any other class or classes,
or series of the same or other class of stock and
whether such dividends shall be cumulative or non-
cumulative;
(3) The right, if any, of the holders of Preferred
Stock of such series to convert the same into or
exchange the same for, shares of any other class or
classes or of any series of the same or any other
class or classes of stock of the Corporation and the
terms and conditions of such conversion or exchange;
(4) Whether or not Preferred Stock of such series
shall be subject to redemption, and the redemption
price or prices and the time or times at which, and
the terms and conditions on which, Preferred Stock of
such series may be redeemed.
(5) The rights, if any, of the holders of Preferred
Stock of such series upon the voluntary or involuntary
liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding-up, of the
Corporation.
(6) The terms of the sinking fund or redemption or
purchase account, if any, to be provided for the
Preferred Stock of such series; and
(7) The voting powers, if any, of the holders of such
series of Preferred Stock which may, without limiting
the generality of the foregoing include the right,
voting as a series or by itself or together with other
series of Preferred Stock or all series of Preferred
Stock as a class, to elect one or more directors of
the Corporation if there shall have been a default in
the payment of dividends on any one or more series of
Preferred Stock or under such circumstances and on
such conditions as the Board of Directors may
determine.
(c) (1) After the requirements with respect to
preferential dividends on the Preferred Stock (fixed in
accordance with the provisions of section (b) of this
Article FOURTH), if any, shall have been met and after the
Corporation shall have complied with all the requirements,
if any, with respect to the setting aside of sums as
sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of section (b) of this
Article FOURTH), and subject further to any conditions
which may be fixed in accordance with the provisions of
section (b) of this Article FOURTH, then and not otherwise
the holders of Common Stock shall be entitled to receive
such dividends as may be declared from time to time by the
Board of Directors.
(2) After distribution in full of the preferential
amount, if any, (fixed in accordance with the
provisions of section (b) of this Article FOURTH), to
be distributed to the holders of Preferred Stock in
the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or
winding-up, of the Corporation, the holders of the
Common Stock shall be entitled to receive all of the
remaining assets of the Corporation, tangible and
intangible, of whatever kind available for
distribution to stockholders ratably in proportion to
the number of shares of Common Stock held by them
respectively.
(3) Except as may otherwise be required by law or by
the provisions of such resolution or resolutions as
may be adopted by the Board of Directors pursuant to
section (b) of this Article FOURTH each holder of
Common Stock shall have one vote in respect of each
share of Common Stock held on all matters voted upon
by the stockholders.
(d) No holder of any of the shares of any class or series
of stock or of options, warrants or other rights to
purchase shares of any class or series of stock or of
other securities of the Corporation shall have any
preemptive right to purchase or subscribe for any unissued
stock of any class or series or any additional shares of
any class or series to be issued by reason of any increase
of the authorized capital stock of the Corporation of any
class or series, or bonds, certificates of indebtedness,
debentures or other securities convertible into or
exchangeable for stock of the Corporation of any class or
series, or carrying any right to purchase stock of any
class or series, but any such unissued stock, additional
authorized issue of shares of any class or series of stock
or securities convertible into or exchangeable for stock,
or carrying any right to purchase stock, may be issued and
disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or
associations, whether such holders or others, and upon
such terms as may be deemed advisable by the Board of
Directors in the exercise of its sole discretion.
(e) The relative powers, preferences and rights of each
series of Preferred Stock in relation to the relative
powers, preferences and rights of each other series of
Preferred Stock shall, in each case, be as fixed from time
to time by the Board of Directors in the resolution or
resolutions adopted pursuant to authority granted in
section (b) of this Article FOURTH and the consent, by
class or series vote or otherwise, of the holders of such
of the series of Preferred Stock as are from time to time
outstanding shall not be required for the issuance by the
Board of Directors of any other series of Preferred Stock
whether or not the powers, preferences and rights of such
other series shall be fixed by the Board of Directors as
senior to, or on a parity with, the powers, preferences
and rights of such outstanding series, or any of them;
provided, however, that the Board of Directors may provide
in the resolution or resolutions as to any series of
Preferred Stock adopted pursuant to section (b) of this
Article FOURTH that the consent of the holders of a
majority (or such greater proportion as shall be therein
fixed) of the outstanding shares of such series voting
thereon shall be required for the issuance of any or all
other series of Preferred Stock.
(f) Subject to the provisions of section (e), shares of
any series of Preferred Stock may be issued from time to
time as the Board of Directors of the Corporation shall
determine and on such terms and for such consideration as
shall be fixed by the Board of Directors.
(g) Shares of Common Stock may be issued from time to
time as the Board of Directors of the Corporation shall
determine and on such terms and for such consideration as
shall be fixed by the Board of Directors.
(h) The authorized amount of shares of Common Stock and
of Preferred Stock may, without a class or series vote, be
increased or decreased from time to time by the
affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote thereon.
FIFTH: - (a) The business and affairs of the Corporation
shall be conducted and managed by a Board of Directors.
The number of directors constituting the entire Board
shall be not less than five nor more than twenty-five as
fixed from time to time by vote of a majority of the whole
Board, provided, however, that the number of directors
shall not be reduced so as to shorten the term of any
director at the time in office, and provided further, that
the number of directors constituting the whole Board shall
be twenty-four until otherwise fixed by a majority of the
whole Board.
(b) The Board of Directors shall be divided into three
classes, as nearly equal in number as the then total
number of directors constituting the whole Board permits,
with the term of office of one class expiring each year.
At the annual meeting of stockholders in 1982, directors
of the first class shall be elected to hold office for a
term expiring at the next succeeding annual meeting,
directors of the second class shall be elected to hold
office for a term expiring at the second succeeding annual
meeting and directors of the third class shall be elected
to hold office for a term expiring at the third succeeding
annual meeting. Any vacancies in the Board of Directors
for any reason, and any newly created directorships
resulting from any increase in the directors, may be
filled by the Board of Directors, acting by a majority of
the directors then in office, although less than a quorum,
and any directors so chosen shall hold office until the
next annual election of directors. At such election, the
stockholders shall elect a successor to such director to
hold office until the next election of the class for which
such director shall have been chosen and until his
successor shall be elected and qualified. No decrease in
the number of directors shall shorten the term of any
incumbent director.
(c) Notwithstanding any other provisions of this Charter
or Act of Incorporation or the By-Laws of the Corporation
(and notwithstanding the fact that some lesser percentage
may be specified by law, this Charter or Act of
Incorporation or the By-Laws of the Corporation), any
director or the entire Board of Directors of the
Corporation may be removed at any time without cause, but
only by the affirmative vote of the holders of two-thirds
or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast
at a meeting of the stockholders called for that purpose.
(d) Nominations for the election of directors may be made
by the Board of Directors or by any stockholder entitled
to vote for the election of directors. Such nominations
shall be made by notice in writing, delivered or mailed by
first class United States mail, postage prepaid, to the
Secretary of the Corporation not less than 14 days nor
more than 50 days prior to any meeting of the stockholders
called for the election of directors; provided, however,
that if less than 21 days' notice of the meeting is given
to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Corporation
not later than the close of the seventh day following the
day on which notice of the meeting was mailed to
stockholders. Notice of nominations which are proposed by
the Board of Directors shall be given by the Chairman on
behalf of the Board.
(e) Each notice under subsection (d) shall set forth (i)
the name, age, business address and, if known, residence
address of each nominee proposed in such notice, (ii) the
principal occupation or employment of such nominee and
(iii) the number of shares of stock of the Corporation
which are beneficially owned by each such nominee.
(f) The Chairman of the meeting may, if the facts
warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall
be disregarded.
(g) No action required to be taken or which may be taken
at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, and the power
of stockholders to consent in writing, without a meeting,
to the taking of any action is specifically denied.
SIXTH: - The Directors shall choose such officers, agent
and servants as may be provided in the By-Laws as they may
from time to time find necessary or proper.
SEVENTH: - The Corporation hereby created is hereby given
the same powers, rights and privileges as may be conferred
upon corporations organized under the Act entitled "An Act
Providing a General Corporation Law", approved March 10,
1899, as from time to time amended.
EIGHTH: - This Act shall be deemed and taken to be a
private Act.
NINTH: - This Corporation is to have perpetual existence.
TENTH: - The Board of Directors, by resolution passed by a
majority of the whole Board, may designate any of their
number to constitute an Executive Committee, which
Committee, to the extent provided in said resolution, or
in the By-Laws of the Company, shall have and may exercise
all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation,
and shall have power to authorize the seal of the
Corporation to be affixed to all papers which may require
it.
ELEVENTH: - The private property of the stockholders shall
not be liable for the payment of corporate debts to any
extent whatever.
TWELFTH: - The Corporation may transact business in any
part of the world.
THIRTEENTH: - The Board of Directors of the Corporation is
expressly authorized to make, alter or repeal the By-Laws
of the Corporation by a vote of the majority of the entire
Board. The stockholders may make, alter or repeal any By-
Law whether or not adopted by them, provided however, that
any such additional By-Laws, alterations or repeal may be
adopted only by the affirmative vote of the holders of
two-thirds or more of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one
class).
FOURTEENTH: - Meetings of the Directors may be held
outside of the State of Delaware at such places as may be
from time to time designated by the Board, and the
Directors may keep the books of the Company outside of the
State of Delaware at such places as may be from time to
time designated by them.
FIFTEENTH: - (a) In addition to any affirmative vote
required by law, and except as otherwise expressly
provided in sections (b) and (c) of this Article
FIFTEENTH:
(A) any merger or consolidation of the Corporation or
any Subsidiary (as hereinafter defined) with or into
(i) any Interested Stockholder (as hereinafter
defined) or (ii) any other corporation (whether or not
itself an Interested Stockholder), which, after such
merger or consolidation, would be an Affiliate (as
hereinafter defined) of an Interested Stockholder, or
(B) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a
series of related transactions) to or with any
Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the
Corporation or any Subsidiary having an aggregate fair
market value of $1,000,000 or more, or
(C) the issuance or transfer by the Corporation or
any Subsidiary (in one transaction or a series of
related transactions) of any securities of the
Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested
Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an
aggregate fair market value of $1,000,000 or more, or
(D) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation, or
(E) any reclassification of securities (including any
reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any
similar transaction (whether or not with or into or
otherwise involving an Interested Stockholder) which
has the effect, directly or indirectly, of increasing
the proportionate share of the outstanding shares of
any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder, or any
Affiliate of any Interested Stockholder,
shall require the affirmative vote of the holders of at least
two-thirds of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, considered for the purpose of this Article FIFTEENTH
as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required,
or that some lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.
(2) The term "business combination" as used in this
Article FIFTEENTH shall mean any transaction which
is referred to any one or more of clauses (A)
through (E) of paragraph 1 of the section (a).
(b) The provisions of section (a) of this Article
FIFTEENTH shall not be applicable to any particular
business combination and such business combination
shall require only such affirmative vote as is
required by law and any other provisions of the
Charter or Act of Incorporation of By-Laws if such
business combination has been approved by a majority
of the whole Board.
(c) For the purposes of this Article FIFTEENTH:
(1) A "person" shall mean any individual firm,
corporation or other entity.
(2) "Interested Stockholder" shall mean, in respect of
any business combination, any person (other than the
Corporation or any Subsidiary) who or which as of the
record date for the determination of stockholders entitled
to notice of and to vote on such business combination, or
immediately prior to the consummation of any such
transaction:
(A) is the beneficial owner, directly or indirectly,
of more than 10% of the Voting Shares, or
(B) is an Affiliate of the Corporation and at any
time within two years prior thereto was the beneficial
owner, directly or indirectly, of not less than 10% of
the then outstanding voting Shares, or
(C) is an assignee of or has otherwise succeeded in
any share of capital stock of the Corporation which
were at any time within two years prior thereto
beneficially owned by any Interested Stockholder, and
such assignment or succession shall have occurred in
the course of a transaction or series of transactions
not involving a public offering within the meaning of
the Securities Act of 1933.
(3) A person shall be the "beneficial owner" of any
Voting Shares:
(A) which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own,
directly or indirectly, or
(B) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or
understanding, or
(C) which are beneficially owned, directly or
indirectly, by any other person with which such first
mentioned person or any of its Affiliates or
Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding,
voting or disposing of any shares of capital stock of
the Corporation.
(4) The outstanding Voting Shares shall include shares
deemed owned through application of paragraph (3) above
but shall not include any other Voting Shares which may be
issuable pursuant to any agreement, or upon exercise of
conversion rights, warrants or options or otherwise.
(5) "Affiliate" and "Associate" shall have the respective
meanings given those terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of
1934, as in effect on December 31, 1981.
(6) "Subsidiary" shall mean any corporation of which a
majority of any class of equity security (as defined in
Rule 3a11-1 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect in December
31, 1981) is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of
the definition of Investment Stockholder set forth in
paragraph (2) of this section (c), the term "Subsidiary"
shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly,
by the Corporation.
(d) majority of the directors shall have the power
and duty to determine for the purposes of this Article
FIFTEENTH on the basis of information known to them,
(1) the number of Voting Shares beneficially owned by
any person (2) whether a person is an Affiliate or
Associate of another, (3) whether a person has an
agreement, arrangement or understanding with another
as to the matters referred to in paragraph (3) of
section (c), or (4) whether the assets subject to any
business combination or the consideration received for
the issuance or transfer of securities by the
Corporation, or any Subsidiary has an aggregate fair
market value of $1,00,000 or more.
(e) Nothing contained in this Article FIFTEENTH shall
be construed to relieve any Interested Stockholder
from any fiduciary obligation imposed by law.
SIXTEENTH: Notwithstanding any other provision of this
Charter or Act of Incorporation or the By-Laws of the
Corporation (and in addition to any other vote that may be
required by law, this Charter or Act of Incorporation by
the By-Laws), the affirmative vote of the holders of at
least two-thirds of the outstanding shares of the capital
stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one
class) shall be required to amend, alter or repeal any
provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or
SIXTEENTH of this Charter or Act of Incorporation.
SEVENTEENTH (a) a Director of this Corporation shall not
be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
Director, except to the extent such exemption from
liability or limitation thereof is not permitted under the
Delaware General Corporation Laws as the same exists or
may hereafter be amended.
(b) Any repeal or modification of the foregoing
paragraph shall not adversely affect any right or
protection of a Director of the Corporation existing
hereunder with respect to any act or omission
occurring prior to the time of such repeal or
modification."
EXHIBIT B
BY-LAWS
WILMINGTON TRUST COMPANY
WILMINGTON, DELAWARE
As existing on February 21, 1991
BY-LAWS OF WILMINGTON TRUST COMPANY
ARTICLE I
STOCKHOLDERS' MEETINGS
Section 1. The Annual Meeting of Stockholders shall be
held on the third Thursday in April each year at the principal
office at the Company or at such other date, time, or place as
may be designated by resolution by the Board of Directors.
Section 2. Special meetings of all stockholders may be
called at any time by the Board of Directors, the Chairman of the
Board or the President.
Section 3. Notice of all meetings of the stockholders
shall be given by mailing to each stockholder at least ten (10
days before said meeting, at his last known address, a written or
printed notice fixing the time and place of such meeting.
Section 4. A majority in the amount of the capital stock
of the Company issued and outstanding on the record date, as
herein determined, shall constitute a quorum at all meetings of
stockholders for the transaction of any business, but the holders
of a small number of shares may adjourn, from time to time,
without further notice, until a quorum is secured. At each
annual or special meeting of stockholders, each stockholder shall
be entitled to one vote, either in person or by proxy, for each
shares of stock registered in the stockholder's name on the books
of the Company on the record date for any such meeting as
determined herein.
ARTICLE II
DIRECTORS
Section 1. The number and classification of the Board of
Directors shall be as set forth in the Charter of the Bank.
Section 2. No person who has attained the age of seventy-
two (72) years shall be nominated for election to the Board of
Directors of the Company, provided, however, that this limitation
shall not apply to any person who was serving as director of the
Company on September 16, 1971.
Section 3. The class of Directors so elected shall hold
office for three years or until their successors are elected and
qualified.
Section 4. The affairs and business of the Company shall
be managed and conducted by the Board of Directors.
Section 5. Regular meetings of the Board of Directors
shall be held on the third Thursday of each month at the
principal office of the Company, or at such other place and time
as may be designated by the Board of Directors, the Chairman of
the Board, or the President.
Section 6. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board of Directors
or by the President, and shall be called upon the written request
of a majority of the directors.
Section 7. A majority of the directors elected and
qualified shall be necessary to constitute a quorum for the
transaction of business at any meeting of the Board of Directors.
Section 8. Written notice shall be sent by mail to each
director of any special meeting of the Board of Directors, and of
any change in the time or place of any regular meeting, stating
the time and place of such meeting, which shall be mailed not
less than two days before the time of holding such meeting.
Section 9. In the event of the death, resignation,
removal, inability to act, or disqualification of any director,
the Board of Directors, although less than a quorum, shall have
the right to elect the successor who shall hold office for the
remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have
been duly elected and qualified.
Section 10. The Board of Directors at its first meeting
after its election by the stockholders shall appoint an Executive
Committee, a Trust Committee, an Audit Committee and a
Compensation Committee, and shall elect from its own members a
Chairman of the Board of Directors and a President who may be the
same person. The Board of Directors shall also elect at such
meeting a Secretary and a Treasurer, who may be the same person,
may appoint at any time such other committees and elect or
appoint such other officers as it may deem advisable. The Board
of Directors may also elect at such meeting one or more Associate
Directors.
Section 11. The Board of Directors may at any time
remove, with or without cause, any member of any Committee
appointed by it or any associate director or officer elected by
it and may appoint or elect his successor.
Section 12. The Board of Directors may designate an
officer to be in charge of such of the departments or division of
the Company as it may deem advisable.
ARTICLE III
COMMITTEES
Section I. Executive Committee
(A) The Executive Committee shall be composed of
not more than nine members who shall be selected by the Board of
Directors from its own members and who shall hold office during
the pleasure of the Board.
(B) The Executive Committee shall have all the
powers of the Board of Directors when it is not in session to
transact all business for and in behalf of the Company that may
be brought before it.
(C) The Executive Committee shall meet at the
principal office of the Company or elsewhere in its discretion at
least once a week in each week the Board is not regularly
scheduled to meet. A majority of its members shall be necessary
to constitute a quorum for the transaction of business. Special
meetings of the Executive Committee may be held at any time when
a quorum is present.
(D) Minutes of each meeting of the Executive
Committee shall be kept and submitted to the Board of Directors
at its next meeting.
(E) The Executive Committee shall advise and
superintend all investments that may be made of the funds of the
Company, and shall direct the disposal of the same, in accordance
with such rules and regulations as the Board of Directors from
time to time make.
(F) In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the
affairs and business of the Company by its directors and officers
as contemplated by these By-Laws any two available members of the
Executive Committee as constituted immediately prior to such
disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company
in accordance with the provisions of Article III of these By-
Laws; and if less than three members of the Trust Committee is
constituted immediately prior to such disaster shall be available
for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to
the Trust Committee under Article III Section 2 hereof. In the
event of the unavailability, at such time, of a minimum of two
members of such Executive Committee, any three available
directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Company
in accordance with the foregoing provisions of this Section.
This By-Law shall be subject to implementation by Resolutions of
the Board of Directors presently existing or hereafter passed
from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are
contrary to the provisions of this Section or to the provisions
of any such implementary Resolutions shall be suspended during
such a disaster period until it shall be determined by any
interim Executive Committee acting under this section that it
shall be to the advantage of the Company to resume the conduct
and management of its affairs and business under all of the other
provisions of these By-Laws.
Section 2. Trust Committee
(A) The Trust Committee shall be composed of not
more than thirteen members who shall be selected by the Board of
Directors, a majority of whom shall be members of the Board of
Directors and who shall hold office during the pleasure of the
Board.
(B) The Trust Committee shall have general
supervision over the Trust Department and the investment of trust
funds, in all matters, however, being subject to the approval of
the Board of Directors.
(C) The Trust Committee shall meet at the
principal office of the Company or elsewhere in its discretion at
least once a month. A majority of its members shall be necessary
to constitute a quorum for the transaction of business. Special
meetings of the Trust Committee may be held at any time when a
quorum is present.
(D) Minutes of each meeting of the Trust
Committee shall be kept and promptly submitted to the Board of
Directors.
(E) The Trust Committee shall have the power to
appoint Committees and/or designate officers or employees of the
Company to whom supervision over the investment of trust funds
may be delegated when the Trust Committee is not in session.
Section 3. Audit Committee
(A) The Audit Committee shall be composed of five
members who shall be selected by the Board of Directors from its
own members, none of whom shall be an officer of the Company, and
shall hold office at the pleasure of the Board.
(B) The Audit Committee shall have general
supervision over the Audit Division in all matters however
subject to the approval of the Board of Directors; it shall
consider all matters brought to its attention by the officer in
charge of the Audit Division, review all reports of examination
of the Company made by any governmental agency or such
independent auditor employed for that purpose, and make such
recommendations to the Board of Directors with respect thereto or
with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.
(C) The Audit Committee shall meet whenever and
wherever the majority of its members shall deem it to be proper
for the transaction of its business, and a majority of its
Committee shall constitute a quorum.
Section 4. Compensation Committee
(A) The Compensation Committee shall be composed
of not more than five (5) members who shall be selected by the
Board of Directors from its own members who are not officers of
the Company and who shall hold office during the pleasure of the
Board.
(B) The Compensation Committee shall in general
advise upon all matters of policy concerning the Company brought
to its attention by the management and from time to time review
the management of the Company, major organizational matters,
including salaries and employee benefits and specifically shall
administer the Executive Incentive Compensation Plan.
(C) Meetings of the Compensation Committee may be
called at any time by the Chairman of the Compensation Committee,
the Chairman of the Board of Directors, or the President of the
Company.
Section 5. Associate Directors
(A) Any person who has served as a director may
be elected by the Board of Directors as an associate director, to
serve during the pleasure of the Board.
(B) An associate director shall be entitled to
attend all directors meetings and participate in the discussion
of all matters brought to the Board, with the exception that he
would have no right to vote. An associate director will be
eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and
Compensation Committee, which must be comprised solely of active
directors.
Section 6. Absence or Disqualification of Any Member of a
Committee
(A) In the absence or disqualification of any
member of any Committee created under Article III of the By-Laws
of this Company, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in the place of
any such absence or disqualified member.
ARTICLE IV
OFFICERS
Section 1. The Chairman of the Board of Directors shall
preside at all meetings of the Board and shall have such further
authority and powers and shall perform such duties as the Board
of Directors may from time to time confer and direct. He shall
also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of
the Company.
Section 2. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed
upon him by statute or assigned to him by the Board of Directors
in the absence of the Chairman of the Board the President shall
have the powers and duties of the Chairman of the Board.
Section 3. The Chairman of the Board of Directors or the
President as designated by the Board of Directors, shall carry
into effect all legal directions of the Executive Committee and
of the Board of Directors, and shall at all times exercise
general supervision over the interest, affairs and operations of
the Company and perform all duties incident to his office.
Section 4. There may be one or more Vice Presidents,
however denominated by the Board of Directors, who may at any
time perform all the duties of the Chairman of the Board of
Directors and/or the President and such other powers and duties
as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or
the President and by the officer in charge of the department or
division to which they are assigned.
Section 5. The Secretary shall attend to the giving of
notice of meetings of the stockholders and the Board of
Directors, as well as the Committees thereof, to the keeping of
accurate minutes of all such meetings and to recording the same
in the minute books of the Company. In addition to the other
notice requirements of these By-Laws and as may be practicable
under the circumstances, all such notices shall be in writing and
mailed well in advance of the scheduled date of any other
meeting. He shall have custody of the corporate seal and shall
affix the same to any documents requiring such corporate seal and
to attest the same.
Section 6. The Treasurer shall have general supervision
over all assets and liabilities of the Company. He shall be
custodian of and responsible for all monies, funds and valuables
of the Company and for the keeping of proper records of the
evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the
expenditures of the Company and shall report to the Board of
Directors at each regular meeting of the condition of the
Company, and perform such other duties as may be assigned to him
from time to time by the Board of Directors of the Executive
Committee.
Section 7. There may be a Controller who shall exercise
general supervision over the internal operations of the Company,
including accounting, and shall render to the Board of Directors
at appropriate times a report relating to the general condition
and internal operations of the Company.
There may be one or more subordinate accounting or
controller officers however denominated, who may perform the
duties of the Controller and such duties as may be prescribed by
the Controller.
Section 8. The officer designated by the Board of
Directors to be in charge of the Audit Division of the Company
with such title as the Board of Directors shall prescribe, shall
report to and be directly responsible only to the Board of
Directors.
There shall be an Auditor and there may be one or more
Audit Officers, however denominated, who may perform all the
duties of the Auditor and such duties as may be prescribed by the
officer in charge of the Audit Division.
Section 9. There may be one or more officers, subordinate
in rank to all Vice Presidents with such functional titles as
shall be determined from time to time by the Board of Directors,
who shall ex officio hold the office Assistant Secretary of this
Company and who may perform such duties as may be prescribed by
the officer in charge of the department or division to whom they
are assigned.
Section 10. The powers and duties of all other officers
of the Company shall be those usually pertaining to their
respective offices, subject to the direction of the Board of
Directors, the Executive Committee, Chairman of the Board of
Directors or the President and the officer in charge of the
department or division to which they are assigned.
ARTICLE V
STOCK AND STOCK CERTIFICATES
Section 1. Shares of stock shall be transferrable on the
books of the Company and a transfer book shall be kept in which
all transfers of stock shall be recorded.
Section 2. Certificate of stock shall bear the signature
of the President or any Vice President, however denominated by
the Board of Directors and countersigned by the Secretary or
Treasurer or an Assistant Secretary, and the seal of the
corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only
upon the books of the Company by the holder thereof or his
attorney, upon surrender of the certificate properly endorsed.
Any certificate of stock surrendered to the Company shall be
cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate
certificates of stock shall be issued only upon giving such
security as may be satisfactory to the Board of Directors or the
Executive Committee.
Section 3. The Board of Directors of the Company is
authorized to fix in advance a record date for the determination
of the stockholders entitled to notice of, and to vote at, any
meeting of stockholders and any adjournment thereof, or entitled
to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change,
conversion or exchange of capital stock, or in connection with
obtaining the consent of stockholders for any purpose, which
record date shall not be more than 60 nor less than 10 days
proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining such consent.
ARTICLE VI
SEAL
Section 1. The corporate seal of the Company shall be in
the following form:
Between two concentric circles the words
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."
ARTICLE VII
FISCAL YEAR
Section 1. The fiscal year of the Company shall be the
calendar year.
ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY
Section 1. The Chairman of the Board, the President or
any Vice President, however denominated by the Board of
Directors, shall have full power and authority to enter into,
make, sign, execute, acknowledge and/or deliver and the Secretary
or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements,
bonds, notes, mortgages and all other instruments incident to the
business of this Company or in acting as executor, administrator,
guardian, trustee, agent or in any other fiduciary or
representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in
the State of Delaware, or elsewhere, without any specific
authority, ratification, approval or confirmation by the Board of
Directors or the Executive Committee, and any and all such
instruments shall have the same force and validity as although
expressly authorized by the Board of Directors and/or the
Executive Committee.
ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES
Section 1. Directors and associate directors of the
Company, other than salaried officers of the Company, shall be
paid such reasonable honoraria or fees for attending meetings of
the Board of Directors as the Board of Directors may from time to
time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the
Company, shall be paid such reasonable honoraria or fees for
services as members of committees as the Board of Directors shall
from time to time determine and directors and associate directors
may be employed by the Company for such special services as the
Board of Directors may from time to time determine and shall be
paid for such special services so performed reasonable
compensation as may be determined by the Board of Directors.
ARTICLE X
INDEMNIFICATION
Section 1. (A) The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was
or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding") by
reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer, employee or agent
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent
of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect
to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The
Corporation shall indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was
authorized by the Board of Directors of the Corporation.
(B) The Corporation shall pay the expenses
incurred in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses
-------- -------
incurred by a Director officer in his capacity as a Director or
officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director
or officer to repay all amounts advanced if it should be
ultimately determined that the Director or officer is not
entitled to be indemnified under this Article or otherwise.
(C) If a claim for indemnification or payment of
expenses, under this Article X is not paid in full within ninety
days after a written claim therefor has been received by the
Corporation the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden
of proving that the claimant was not entitled to the requested
indemnification of payment of expenses under applicable law.
(D) The rights conferred on any person by this
Article X shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision
of the Charter or Act of Incorporation, these By-Laws, agreement,
vote of stockholders or disinterested Directors or otherwise.
(E) Any repeal or modification of the foregoing
provisions of this Article X shall not adversely affect any right
or protection hereunder of any person in respect of any act or
omission occurring prior to the time of such repeal or
modification.
ARTICLE XI
AMENDMENTS TO THE BY-LAWS
Section 1. These By-Laws may be altered, amended or
repealed, in whole or in part, and any new By-Law or By-Laws
adopted at any regular or special meeting of the Board of
Directors by a vote of the majority of all the members of the
Board of Directors then in office.
EXHIBIT C
SECTION 321(b) CONSENT
Pursuant to Section 321(b) of the Trust Indenture Act of
1939, as amended, Wilmington Trust Company hereby consents that
reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: November 18, 1996 By: /s/ Xxxxx X. Xxxxx
-------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
EXHIBIT D
NOTICE
This form is intended to assist state
nonmember banks and savings banks with state
publication requirements. It has not been
approved by any state banking authorities.
Refer to your appropriate state banking
authorities for your state publication
requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------------------ -------------------
Name of Bank City
in the State of DELAWARE , at the close of business on
------------
September 30, 1996.
ASSETS
Thousands of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency
and coins . . . . . . . . . . . . . . . . . . 198,288
Interest-bearing balances . . . . . . . . . . . . . . 0
Held-to-maturity securities . . . . . . . . . . . . . . 489,428
Available-for-sale securities . . . . . . . . . . . . . . 783,718
Federal funds sold . . . . . . . . . . . . . . . . . . . 19,000
Securities purchased under agreements to resell . . . . . 48,500
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . 3,620,289
LESS: Allowance for loan and lease losses . . . . 49,721
LESS: Allocated transfer risk reserve . . . . . . . . . 0
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . 3,570,568
Assets held in trading accounts . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases) 83,675
Other real estate owned . . . . . . . . . . . . . . . . . 4,607
Investments in unconsolidated subsidiaries and associated
companies . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Customers' liability to this bank on acceptances outstanding . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . 4,131
Other assets . . . . . . . . . . . . . . . . . . . . . . 101,592
Total assets . . . . . . . . . . . . . . . . . . . . . 5,303,592
CONTINUED ON NEXT PAGE
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . 3,457,641
Noninterest-bearing . . . . . . . . 740,731
Interest-bearing. . . . . . . . . . 2,716,910
Federal funds purchased . . . . . . . . . . . . . . . . . 135,889
Securities sold under agreements to repurchase . . . . 213,617
Demand notes issued to the U.S. Treasury . . . . . . . . 94,999
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: . . . . . . . . . . . . . . . . . . ///////
With original maturity of one year or less . . . . 844,000
With original maturity of more than one year . . . 28,000
Mortgage indebtedness and obligations under capitalized leases 0
Bank's liability on acceptances executed and outstanding . . . 0
Subordinated notes and debentures . . . . . . . . . . . . . . . 0
Other liabilities . . . . . . . . . . . . . . . . . . . 103,818
Total liabilities. . . . . . . . . . . . . . . . . . 4,877,964
Limited-life preferred stock and related surplus . . . . . . . 0
EQUITY CAPITAL
Xxxxxxxxx preferred stock and related surplus . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 500
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . 62,119
Undivided profits and capital reserves . . . . . . . . . 363,705
Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . . . . (696)
Total equity capital . . . . . . . . . . . . . . . . . . 425,628
Total liabilities, limited-life preferred stock,
and equity capital . . . . . . . . . . . . . . . . . . 5,303,592
