EXHIBIT 25.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2)
----------------
BANKERS TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
NEW YORK 00-0000000
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL IDENTIFICATION NO.)
BANK)
FOUR XXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
000 XXXXXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
(000) 000-0000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------
THERMO ELECTRON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 00-0000000
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
00 XXXXX XXXXXX
XXXXXXX, XXXXXXXXXXXXX 00000
(ADDRESS, INCLUDING ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
DEBT SECURITIES OF THERMO ELECTRON CORPORATION
(TITLE OF THE INDENTURE SECURITIES)
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A-1
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to which
it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District)...................... New York, NY
Federal Deposit Insurance Corporation.................... Washington, D.C.
New York State Banking Department........................ Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
Exhibit 1--Restated Organization Certificate of Bankers Trust Company dated
August 7, 1990, Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated June 21, 1995--
Incorporated herein by reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-65171, Certificate of Amendment of
the Organization Certificate of Bankers Trust Company dated March
20, 1996, incorporate by referenced to Exhibit 1 filed with Form T-
1 Statement, Registration No. 333-25843 and Certificate of
Amendment of the Organization Certificate of Bankers Trust Company
dated June 19, 1997, copy attached.
Exhibit 2--Certificate of Authority to commence business--Incorporated
herein by reference to Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
Exhibit 3--Authorization of the Trustee to exercise corporate trust powers--
Incorporated herein by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
Exhibit 4--Existing By-Laws of Bankers Trust Company, as amended on November
18, 1997. Copy attached.
Exhibit 5--Not applicable.
Exhibit 6--Consent of Bankers Trust Company required by Section 321(b) of
the Act.--Incorporated herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No. 22-18864.
Exhibit 7--The latest report of condition of Bankers Trust Company dated as
of March 31, 1998. Copy attached.
Exhibit 8--Not Applicable.
Exhibit 9--Not Applicable.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
THE TRUSTEE, BANKERS TRUST COMPANY, A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF NEW YORK, HAS DULY CAUSED THIS STATEMENT OF
ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, ALL IN XXX XXXX XX XXX XXXX, XXX XXXXX XX XXX XXXX, XX THIS 27TH
DAY OF AUGUST, 1998.
Bankers Trust Company
By: _________________________________
XXXXXX X. XXXXXXX
ASSISTANT VICE PRESIDENT
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
THE TRUSTEE, BANKERS TRUST COMPANY, A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF NEW YORK, HAS DULY CAUSED THIS STATEMENT OF
ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, ALL IN XXX XXXX XX XXX XXXX, XXX XXXXX XX XXX XXXX, XX THIS 27TH
DAY OF AUGUST, 1998.
Bankers Trust Company
Xxxxxx X. Xxxxxxx
By: _________________________________
XXXXXX X. XXXXXXX
ASSISTANT VICE PRESIDENT
X-0
XXXXX XX XXX XXXX,
XXXXXXX DEPARTMENT
I, XXXXXX XXXXXX, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT
OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of
the Banking Law," dated June 19, 1997, providing for an increase in authorized
capital stock from $1,601,666,670 consisting of 100,166,667 shares with a par
value of $10 each designated as Common Stock and 600 shares with a par value
of $1,000,000 each designated as Series Preferred Stock to $2,001,666,670
consisting of 100,166,667 shares with a par value of $10 each designated as
Common Stock and 1,000 shares with a par value of $1,000,000 each designated
as Series Preferred Stock.
Witness, my hand and official seal of the Banking Department at the City of
New York, this 27th day of June in the Year of our Lord one thousand nine
hundred and ninety-seven.
Xxxxxx Xxxxxx
-------------------------------------
Deputy Superintendent of Banks
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CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
UNDER SECTION 8005 OF THE BANKING LAW
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We, Xxxxx X. Xxxxx, Xx. and Xxx Xxxxxxxx, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby
certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital
stock in conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into
One Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-
Seven (100,166,667) shares with a par value of $10 each designated as
Common Stock and 600 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 19th
day of June, 1997.
Xxxxx X. Xxxxx, Xx.
By: _________________________________
XXXXX X. XXXXX, XX.
MANAGING DIRECTOR
Xxx Xxxxxxxx
By: _________________________________
XXX XXXXXXXX
ASSISTANT SECRETARY
X-0
Xxxxx xx Xxx Xxxx
Xxxxxx xx Xxx Xxxx H ss.:
Xxx Xxxxxxxx, being fully sworn, deposes and says that she is an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents
thereof, and that the statements herein contained are true.
Xxx Xxxxxxxx
By: _________________________________
XXX XXXXXXXX
Sworn to before me this 19th day
of June, 1997.
Xxxxxx X. Xxxx
By: _________________________________
NOTARY PUBLIC
XXXXXX X. XXXX
NOTARY PUBLIC STATE OF NEW YORK
NO. 00-0000000
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES SEPTEMBER 19,
0000
X-0
XX-XXXX
NOVEMBER 18, 1997
BANKERS TRUST COMPANY
NEW YORK
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BY-LAWS
OF
BANKERS TRUST COMPANY
ARTICLE I
Meetings of Stockholders
Section 1. The annual meeting of the stockholders of this Company shall be
held at the office of the Company in the Borough of Manhattan, City of New
York, on the third Tuesday in January of each year, for the election of
directors and such other business as may properly come before said meeting.
Section 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.
Section 3. At all meetings of stockholders, there shall be present, either
in person or by proxy, stockholders owning a majority of the capital stock of
the Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.
Section 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall
direct the proceedings and the order of business. The Secretary shall act as
secretary of such meetings and record the proceedings.
ARTICLE II
Directors
Section 1. The affairs of the Company shall be managed and its corporate
powers exercised by a Board of Directors consisting of such number of
directors, but not less than ten nor more than twenty-five, as may from time
to time be fixed by resolution adopted by a majority of the directors then in
office, or by the stockholders. In the event of any increase in the number of
directors, additional directors may be elected within the limitations so
fixed, either by the stockholders or within the limitations imposed by law, by
a majority of directors then in office. One-third of the number of directors,
as fixed from time to time, shall constitute a quorum. Any one or more members
of the Board of Directors or any Committee thereof may participate in a
meeting of the Board of Directors or Committee thereof by means of a
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting.
All directors hereafter elected shall hold office until the next annual
meeting of the stockholders and until their successors are elected and have
qualified. No person who shall have attained age 72 shall be eligible to be
elected or re-elected a director. Such director may, however, remain a
director of the Company until the next annual meeting of the stockholders of
Bankers Trust New York Corporation (the Company's parent) so that such
director's retirement will coincide with the retirement date from Bankers
Trust New York Corporation.
No Officer-Director who shall have attained age 65, or earlier relinquishes
his responsibilities and title, shall be eligible to serve as a director.
Section 2. Vacancies not exceeding one-third of the whole number of the
Board of Directors may be filled by the affirmative vote of a majority of the
directors then in office, and the directors so elected shall hold office for
the balance of the unexpired term.
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Section 3. The Chairman of the Board shall preside at meetings of the Board
of Directors. In his absence, the Chief Executive Officer or, in his absence,
such other director as the Board of Directors from time to time may designate
shall preside at such meetings.
Section 4. The Board of Directors may adopt such Rules and Regulations for
the conduct of its meetings and the management of the affairs of the Company
as it may deem proper, not inconsistent with the laws of the State of New
York, or these By-Laws, and all officers and employees shall strictly adhere
to, and be bound by, such Rules and Regulations.
Section 5. Regular meetings of the Board of Directors shall be held from
time to time on the third Tuesday of the month. If the day appointed for
holding such regular meetings shall be a legal holiday, the regular meeting to
be held on such day shall be held on the next business day thereafter. Special
meetings of the Board of Directors may be called upon at least two day's
notice whenever it may be deemed proper by the Chairman of the Board or, the
Chief Executive Officer or, in their absence, by such other director as the
Board of Directors may have designated pursuant to Section 3 of this Article,
and shall be called upon like notice whenever any three of the directors so
request in writing.
Section 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.
ARTICLE III
Committees
Section 1. There shall be an Executive Committee of the Board consisting of
not less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the
Executive Committee. In his absence, the Chief Executive Officer or, in his
absence, such other member of the Committee as the Committee from time to time
may designate shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted
by law all of the powers of the Board of Directors, except when the latter is
in session, and shall keep minutes of its proceedings, which shall be
presented to the Board of Directors at its next subsequent meeting. All acts
done and powers and authority conferred by the Executive Committee from time
to time shall be and be deemed to be, and may be certified as being, the act
and under the authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may
act only by the concurrent vote of not less than one-third of its members, at
least one of whom must be a director other than an officer. Any one or more
directors, even though not members of the Executive Committee, may attend any
meeting of the Committee, and the member or members of the Committee present,
even though less than a quorum, may designate any one or more of such
directors as a substitute or substitutes for any absent member or members of
the Committee, and each such substitute or substitutes shall be counted for
quorum, voting, and all other purposes as a member or members of the
Committee.
Section 2. There shall be an Audit Committee appointed annually by
resolution adopted by a majority of the entire Board of Directors which shall
consist of such number of directors, who are not also officers of the Company,
as may from time to time be fixed by resolution adopted by the Board of
Directors. The Chairman shall be designated by the Board of Directors, who
shall also from time to time fix a quorum for meetings of the Committee. Such
Committee shall conduct the annual directors' examinations of the Company as
required by the New York State Banking Law; shall review the reports of all
examinations made of the Company by public authorities and report thereon to
the Board of Directors; and shall report to the Board of Directors such other
matters as it deems advisable with respect to the Company, its various
departments and the conduct of its operations.
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In the performance of its duties, the Audit Committee may employ or retain,
from time to time, expert assistants, independent of the officers or personnel
of the Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and
auditing methods of the Company and its system of internal protective controls
to the extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals
thereof shall meet at other times on call of the Chairman.
Section 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.
ARTICLE IV
Officers
Section 1. The Board of Directors shall elect from among their number a
Chairman of the Board and a Chief Executive Officer; and shall also elect a
President, and may also elect a Senior Vice Chairman, one or more Vice
Chairmen, one or more Executive Vice Presidents, one or more Senior Managing
Directors, one or more Managing Directors, one or more Senior Vice Presidents,
one or more Principals, one or more Vice Presidents, one or more General
Managers, a Secretary, a Controller, a Treasurer, a General Counsel, one or
more Associate General Counsels, a General Auditor, a General Credit Auditor,
and one or more Deputy Auditors, who need not be directors. The officers of
the corporation may also include such other officers or assistant officers as
shall from time to time be elected or appointed by the Board. The Chairman of
the Board or the Chief Executive Officer or, in their absence, the President,
the Senior Vice Chairman or any Vice Chairman, may from time to time appoint
assistant officers. All officers elected or appointed by the Board of
Directors shall hold their respective offices during the pleasure of the Board
of Directors, and all assistant officers shall hold office at the pleasure of
the Board or the Chairman of the Board or the Chief Executive Officer or, in
their absence, the President, the Senior Vice Chairman or any Vice Chairman.
The Board of Directors may require any and all officers and employees to give
security for the faithful performance of their duties.
Section 2. The Board of Directors shall designate the Chief Executive
Officer of the Company who may also hold the additional title of Chairman of
the Board, President, Senior Vice Chairman or Vice Chairman and such person
shall have, subject to the supervision and direction of the Board of Directors
or the Executive Committee, all of the powers vested in such Chief Executive
Officer by law or by these By-Laws, or which usually attach or pertain to such
office. The other officers shall have, subject to the supervision and
direction of the Board of Directors or the Executive Committee or the Chairman
of the Board or, the Chief Executive Officer, the powers vested by law or by
these By-Laws in them as holders of their respective offices and, in addition,
shall perform such other duties as shall be assigned to them by the Board of
Directors or the Executive Committee or the Chairman of the Board or the Chief
Executive Officer.
The General Auditor shall be responsible, through the Audit Committee, to
the Board of Directors for the determination of the program of the internal
audit function and the evaluation of the adequacy of the system of internal
controls. Subject to the Board of Directors, the General Auditor shall have
and may exercise all the powers and shall perform all the duties usual to such
office and shall have such other powers as may be prescribed or assigned to
him from time to time by the Board of Directors or vested in him by law or by
these By-Laws. He shall perform such other duties and shall make such
investigations, examinations and reports as may be prescribed or required by
the Audit Committee. The General Auditor shall have unrestricted access to all
records and premises of the Company and shall delegate such authority to his
subordinates. He shall have the duty to report to the Audit Committee on all
matters concerning the internal audit program and the adequacy of
A-11
the system of internal controls of the Company which he deems advisable or
which the Audit Committee may request. Additionally, the General Auditor shall
have the duty of reporting independently of all officers of the Company to the
Audit Committee at least quarterly on any matters concerning the internal
audit program and the adequacy of the system of internal controls of the
Company that should be brought to the attention of the directors except those
matters responsibility for which has been vested in the General Credit
Auditor. Should the General Auditor deem any matter to be of special immediate
importance, he shall report thereon forthwith to the Audit Committee. The
General Auditor shall report to the Chief Financial Officer only for
administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive
Officer and, through the Audit Committee, to the Board of Directors for the
systems of internal credit audit, shall perform such other duties as the Chief
Executive Officer may prescribe, and shall make such examinations and reports
as may be required by the Audit Committee. The General Credit Auditor shall
have unrestricted access to all records and may delegate such authority to
subordinates.
Section 3. The compensation of all officers shall be fixed under such plan
or plans of position evaluation and salary administration as shall be approved
from time to time by resolution of the Board of Directors.
Section 4. The Board of Directors, the Executive Committee, the Chairman of
the Board, the Chief Executive Officer or any person authorized for this
purpose by the Chief Executive Officer, shall appoint or engage all other
employees and agents and fix their compensation. The employment of all such
employees and agents shall continue during the pleasure of the Board of
Directors or the Executive Committee or the Chairman of the Board or the Chief
Executive Officer or any such authorized person; and the Board of Directors,
the Executive Committee, the Chairman of the Board, the Chief Executive
Officer or any such authorized person may discharge any such employees and
agents at will.
ARTICLE V
Indemnification of Directors, Officers and Others
Section 1. The Company shall, to the fullest extent permitted by Section
7018 of the New York Banking Law, indemnify any person who is or was made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by
or in the right of the Company to procure a judgment in its favor and an
action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the Company
is servicing or served in any capacity at the request of the Company by reason
of the fact that he, his testator or intestate, is or was a director or
officer of the Company, or is serving or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
in any capacity, against judgments, fines, amounts paid in settlement, and
costs, charges and expenses, including attorneys' fees, or any appeal therein;
provided, however, that no indemnification shall be provided to any such
person if a judgment or other final adjudication adverse to the director or
officer establishes that (i) his acts were committed in bad faith or were the
result of active and deliberate dishonesty and, in either case, were material
to the cause of action so adjudicated, or (ii) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled.
Section 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided
by, the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.
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Section 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 1, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Section 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the
election of its directors is held by the Company, or (ii) any employee benefit
plan of the Company or any corporation referred to in clause (i) in any
capacity shall be deemed to be doing so at the request of the Company. In all
other cases, the provisions of this Article V will apply (i) only if the
person serving another corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise so served at the specific request of
the Company, evidenced by a written communication signed by the Chairman of
the Board, the Chief Executive Officer or the President, and (ii) only if and
to the extent that, after making such efforts as the Chairman of the Board,
the Chief Executive Officer or the President shall deem adequate in the
circumstances, such person shall be unable to obtain indemnification from such
other enterprise or its insurer.
Section 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect
at the time indemnification is sought.
Section 6. The right to be indemnified or to the reimbursement or
advancement of expense pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
Company and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
Section 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board
of Directors, independent legal counsel, or its stockholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
Section 8. A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 1 shall be entitled to indemnification only as provided
in Sections 1 and 3, notwithstanding any provision of the New York Banking Law
to the contrary.
ARTICLE VI
Seal
Section 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the
Company and such officers as the Chairman of the Board, the Chief Executive
Officer or the Secretary may from time to time direct in writing, to be
affixed to certificates of stock and other documents in accordance with the
directions of the Board of Directors or the Executive Committee.
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Section 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.
ARTICLE VII
Capital Stock
Section 1. Registration of transfer of shares shall only be made upon the
books of the Company by the registered holder in person, or by power of
attorney, duly executed, witnessed and filed with the Secretary or other
proper officer of the Company, on the surrender of the certificate or
certificates of such shares properly assigned for transfer.
ARTICLE VIII
Construction
Section 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.
ARTICLE IX
Amendments
Section 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
I, Xxxxxx X. Xxxxxxx, Assistant Vice President of Bankers Trust Company, New
York, New York, hereby certify that the foregoing is a complete, true and
correct copy of the By-Laws of Bankers Trust Company, and that the same are in
full force and effect at this date.
Xxxxxx X. Xxxxxxx
By: _________________________________
ASSISTANT VICE PRESIDENT
DATED: August 27,1998
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
C400
----------------------
DOLLAR AMOUNTS IN THOUSANDS RCFD BIL MIL THOU
--------------------------- --------- ------------
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin
(1)..................................................... 0081 1,458,000
b. Interest-bearing balances (2)......................... 0071 2,253,000
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, col-
umn A).................................................. 1754 0
b. Available-for-sale securities (from Schedule RC-B,
column D)............................................... 1773 6,444,000
3. Federal funds sold and securities purchased under
agreements to resell..................................... 1350 30,836,000
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Sched-
ule RC-C)............................................... RCFD 2122 19,993,000
b. LESS: Allowance for loan and lease losses............. RCFD 3123 647,000
c. LESS: Allocated transfer risk reserve................. RCFD 3128 0
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c)................ 2125 19,346,000
5. Trading Assets (from schedule RC-D)................... 3545 45,690,000
6. Premises and fixed assets (including capitalized
leases).................................................. 2145 791,000
7. Other real estate owned (from Schedule RC-M).......... 2150 184,000
8. Investments in unconsolidated subsidiaries and associ-
ated companies (from Schedule RC-M)...................... 2130 104,000
9. Customers' liability to this bank on acceptances out-
standing................................................. 2155 542,000
10. Intangible assets (from Schedule RC-M)................ 2143 81,000
11. Other assets (from Schedule RC-F)..................... 2160 5,339,000
12. Total assets (sum of items 1 through 11).............. 2170 113,068,000
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part I)............................. RCON 2200 26,465,000
(1) Noninterest-bearing(1).............................. RCON 6631 3,005,000
(2) Interest-bearing.................................... RCON 6636 23,460,000
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E part II)................... RCFN 2200 21,993,000
(1) Noninterest-bearing................................. RCFN 6631 1,712,000
(2) Interest-bearing.................................... RCFN 6636 20,281,000
14. Federal funds purchased and securities sold under
agreements to repurchase................................. RCFD 2800 12,125,000
15. a. Demand notes issued to the U.S. Treasury........... RCON 2840 0
b. Trading liabilities (from Schedule RC-D).............. RCFD 3548 25,701,000
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
a. With a remaining maturity of one year or less......... RCFD 2332 6,773,000
b. With a remaining maturity of more than one year
through three years..................................... A547 3,754,000
c. With a remaining maturity of more than three years.... A548 2,212,000
17. Not Applicable........................................
18. Bank's liability on acceptances executed and outstand-
ing...................................................... RCFD 2920 542,000
19. Subordinated notes and debentures (2)................. RCFD 3200 1,308,000
20. Other liabilities (from Schedule RC-G)................ RCFD 2930 6,135,000
21. Total liabilities (sum of items 13 through 20)........ RCFD 2948 107,008,000
22. Not Applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus......... RCFD 3838 1,000,000
24. Common stock.......................................... RCFD 3230 1,352,000
25. Surplus (exclude all surplus related to preferred
stock)................................................... RCFD 3839 544,000
26. a. Undivided profits and capital reserves............. RCFD 3632 3,583,000
b. Net unrealized holding gains (losses) on available-
for-sale securities..................................... RCFD 8434 (41,000)
27. Cumulative foreign currency translation adjustments... RCFD 3284 (378,000)
28. Total equity capital (sum of items 23 through 27)..... RCFD 3210 6,060,000
29. Total liabilities and equity capital (sum of items 21
and 28).................................................. RCFD 3300 113,068,000
--------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
A-15
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right
the number of the statement below
that best describes the most
comprehensive level of auditing
work performed for the bank by Number
independent external auditors as ------------
of any date during 1997........... | RCFD 6724 1 | M.l
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting firm
(may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
--------
(1) Including total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
A-16
