-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MktiuA/F0mgTSzj2bNg5y7YbpjlujSc27uPtkZz+XhQfBdlQdCiF3FNLN0dpaX14 Okm6TkRczEV5ewalZF8NRA== 0000912057-97-013909.txt : 19970424 0000912057-97-013909.hdr.sgml : 19970424 ACCESSION NUMBER: 0000912057-97-013909 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970423 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTIVE LIFE CORP CENTRAL INDEX KEY: 0000355429 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 952492236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-25027 FILM NUMBER: 97585983 BUSINESS ADDRESS: STREET 1: 2801 HGWY 280 S CITY: BIRMINGHAM STATE: AL ZIP: 35223 BUSINESS PHONE: 2058799230 MAIL ADDRESS: STREET 1: PO BOX 2606 CITY: BIRMINGHAM STATE: AL ZIP: 35202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLC CAPITAL TRUST I CENTRAL INDEX KEY: 0001037557 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-25027-01 FILM NUMBER: 97585984 BUSINESS ADDRESS: STREET 1: P.O. BOX 2606 CITY: BIRMINGHAM STATE: AL ZIP: 35202 BUSINESS PHONE: 2058799230 S-3/A 1 FORM S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997 REGISTRATION NO. 333-25027 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PROTECTIVE LIFE CORPORATION DELAWARE 95-2492236 PLC CAPITAL TRUST I DELAWARE 72-6178732 (Exact name of registrant as (State or other (I.R.S. Employer specified in its charter) jurisdiction of Identification No.) incorporation or organization)
2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA 35223 (205) 879-9230 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) C/O DEBORAH J. LONG, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL PROTECTIVE LIFE CORPORATION 2801 HIGHWAY 280 SOUTH BIRMINGHAM, ALABAMA 35223 (205) 879-9230 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ COPIES TO: MICHAEL W. BLAIR, ESQ. PETER J. GORDON, ESQ. Debevoise & Plimpton Simpson Thacher & Bartlett 875 Third Avenue 425 Lexington Avenue New York, New York 10022 New York, New York 10017 (212) 909-6000 (212) 455-2000
------------------------ Approximate date of commencement of proposed sale to the public: From time to time as determined by market conditions, after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under ties Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check box and list the Securities Act registration statement number of the earlier effective registration statement for the same the following offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth those expenses to be incurred by Protective Life in connection with the issuance and distribution of the securities being registered. Except for the Securities and Exchange Commission filing fee, all amounts shown are estimates.
Securities and Exchange Commission filing fee..................... $ 22,728 Rating agency fees................................................ 75,000 Fees and expenses of Trustees..................................... 7,500 Blue Sky fees and expenses........................................ 7,500 Printing and engraving expenses................................... 90,000 Accountant's fees and expenses.................................... 25,000 Legal fees and expenses........................................... 190,000 Miscellaneous expenses............................................ 7,272 --------- Total........................................................... $ 425,000 --------- ---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 6.5 of Article VI of Protective Life's Restated Certificate of Incorporation provides that Protective Life shall indemnify to the fullest extent permitted by law any person who is made or is threatened to be made a party or is involved in any action, suit, or proceeding whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of Protective Life or was serving at the request of Protective Life as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise including service with respect to employee benefit plans. Protective Life is empowered by Section 145 of the Delaware General Corporation Law, subject to the proceedings and limitations stated therein, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Protective Life) by reason of the fact that such person is or was an officer, employee, agent or director of Protective Life, or is or was serving at the request of Protective Life as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Protective Life may indemnify any such person against expenses (including attorneys' fees) in an action by or in the right of Protective Life under the same conditions, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to Protective Life. To the extent such person is successful on the merits or otherwise in the defense of any action referred to above, Protective Life must indemnify him against the expenses which he actually and reasonably incurred in connection therewith. Policies of insurance are maintained by Protective Life under which directors and officers of Protective Life are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers. As permitted by Section 102 (b)(7) of the Delaware General Corporation Law, Protective Life's Restated Certificate of Incorporation also provides that no director shall be personally liable to Protective II-1 Life or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except (i) for breach of the director's duty of loyalty to Protective Life or its stockholders, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Protective Life has entered into indemnity agreements with each of its directors which provide insurance protection in excess of the directors' and officers' liability insurance maintained by Protective Life and in force at the time up to $20 million and against certain liabilities excluded from such liability insurance. The agreements provide generally that, upon the happening of certain events constituting a change in control of Protective Life, Protective Life must obtain a $20 million letter of credit upon which the directors may draw for defense or settlement of any claim relating to performance of their duties as directors. Protective Life has similar agreements with certain of its executive officers under which Protective Life is required to provide up to $10 million in indemnification, although this obligation is not secured by a commitment to obtain a letter of credit. ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------------- -------------------------------------------------------------------------------------------------------- 1 Form of Purchase Agreement for offering of Preferred Securities+ 4(a) Certificate of Trust of PLC Capital Trust I+ 4(b) Declaration of Trust of PLC Capital Trust I+ 4(c) Form of Amended and Restated Declaration of Trust for PLC Capital Trust I+ 4(d) Subordinated Indenture, dated as of June 1, 1994, between Protective Life Corporation and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(h) to Protective Life Corporation's Current Report on Form 8-K filed June 17, 1994) 4(e) Supplemental Indenture No. 1, dated as of June 9, 1994, to the Subordinated Indenture between Protective Life Corporation and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(h)(1) to Protective Life Corporation's Current Report on Form 8-K filed June 17, 1994) 4(f) Supplemental Indenture No. 2, dated as of August 1, 1994, to the Subordinated Indenture between Protective Life Corporation and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(l) to Protective Life Corporation's Registration Statement on Form S-3 (No. 33-55063)) 4(g) Form of Supplemental Indenture No. 3 to the Subordinated Indenture between Protective Life Corporation and AmSouth Bank, as Trustee+ 4(h) Form of Preferred Security Certificate for PLC Capital Trust 1 (included as Exhibit A-1 of Exhibit 4(c) hereto) 4(i) Form of Guarantee with respect to Preferred Securities issued by PLC Capital Trust I+ 5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life Corporation and PLC Capital Trust I, as to legality of the Guarantee and the Subordinated Debt Securities+ 5(b) Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Corporation and PLC Capital Trust I, as to legality of the Preferred Securities+ 8 Opinion of Debevoise & Plimpton, special tax counsel to Protective Life Corporation and PLC Capital Trust I, as to certain tax matters+ 12 Computation of Ratios of Consolidated Earnings to Fixed Charges+ 23(a) Consent of Coopers & Lybrand L.L.P.+ 23(b) Consent of Debevoise & Plimpton (included in Exhibit 5(a)) 23(c) Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5(b)) 24 Power of Attorney of Board of Directors and Officers+
II-2
EXHIBIT NUMBER DESCRIPTION - ------------- -------------------------------------------------------------------------------------------------------- 25(a) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of AmSouth Bank of Alabama, as Trustee under the Subordinated Indenture 25(b) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust Company, as Property Trustee under the Amended and Restated Declaration of Trust of PLC Capital Trust I+ 25(c) Statement of Eligibility under the Trust Indenture Act of 1939, as amended of Wilmington Trust Company, as Guarantee Trustee under the Preferred Securities Guarantee of Protective Life Corporation for the benefit of the holders of Preferred Securities of PLC Capital Trust I+
- ------------------------ +Previously Filed. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Protective Life Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on April 23, 1997. Protective Life Corporation (Registrant) By: /s/ JOHN D. JOHNS ----------------------------------------- John D. Johns PRESIDENT AND CHIEF OPERATING OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities with Protective Life Corporation and on the dates indicated: SIGNATURES TITLE DATE - ------------------------------ -------------------------- --------------- Chairman of the Board and * Chief Executive Officer - ------------------------------ (Principal Executive April 23, 1997 Drayton Nabers, Jr. Officer) President and Chief /s/ JOHN D. JOHNS Operating Officer - ------------------------------ (Principal Financial April 23, 1997 John D. Johns Officer) Vice President and /s/ JERRY W. DEFOOR Controller and Chief - ------------------------------ Accounting Officer April 23, 1997 Jerry W. DeFoor (Principal Accounting Officer) * - ------------------------------ Chairman Emeritus and April 23, 1997 William J. Rushton III Director * - ------------------------------ Director April 23, 1997 John W. Woods * - ------------------------------ Director April 23, 1997 William J. Cabaniss, Jr. * - ------------------------------ Director April 23, 1997 H.G. Pattillo * - ------------------------------ Director April 23, 1997 John J. McMahon, Jr. II-4 SIGNATURES TITLE DATE - ------------------------------ -------------------------- --------------- * - ------------------------------ Director April 23, 1997 A.W. Dahlberg * - ------------------------------ Director April 23, 1997 John W. Rouse, Jr. * - ------------------------------ Director April 23, 1997 Robert T. David * - ------------------------------ Director April 23, 1997 Ronald L. Kuehn, Jr. * - ------------------------------ Director April 23, 1997 Herbert A. Sklenar * - ------------------------------ Director April 23, 1997 James S.M. French * - ------------------------------ Director April 23, 1997 Robert A. Yellowlees *By: /s/ DEBORAH J. LONG ------------------------- Deborah J. Long ATTORNEY-IN-FACT Pursuant to the requirements of the Securities Act of 1933, PLC Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on April 23, 1997. PLC Capital Trust I (Registrant) By: /s/ RICHARD J. BIELEN ----------------------------------------- Richard J. Bielen REGULAR TRUSTEE By: /s/ JERRY W. DEFOOR ----------------------------------------- Jerry W. DeFoor REGULAR TRUSTEEE II-5 EX-25 2 EXHIBIT 25 T-1 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a trustee pursuant to Section 305(b)(2) ________ ---------------------- AMSOUTH BANK OF ALABAMA (Exact name of trustee as specified in its charter) Alabama 63-0073530 (State of incorporation if (I.R.S. Employer not a U.S. national bank) Identification Number) 1900 Fifth Avenue North 35203 Birmingham, Alabama (Zip Code) (Address of principal executive offices) Stephen A. Yoder AmSouth Bank of Alabama Law Department P.O. Box 11007 Birmingham, Alabama 35288 (205) 326-5319 (name, address and telephone number of agent for service) ---------------------- PROTECTIVE LIFE CORPORATION (Exact name of obligor as specified in its charter) Delaware 95-2492236 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2801 Highway 280 South 35223 Birmingham, Alabama (Zip Code) (Address of principal executive offices) ---------------------- Subordinated Debt Securities (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. State of Alabama, Superintendent of Banks, Montgomery, Alabama 36130 Federal Reserve Bank, Atlanta Georgia 30303 Federal Deposit Insurance Corporation, Washington, D.C. 20429 (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 3. Voting securities of the trustee. Not applicable. Item 4. Trusteeships under other indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding furnish the following information: (a) Title of the securities outstanding under each such other indenture. Protective Life Corporation 9% Subordinated Debentures Series A Due June 30, 2024 (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. No conflicting interest exists because there is not and had not been any default under such other indenture. The indenture securities will rank pari passu with the securities under such other indenture. Item 5. Interlocking directorates and similar relationships with the obligor or underwriters. Not applicable. 2 Item 6. Voting securities of the trustee owned by the obligor or its officials. Not applicable. Item 7. Voting securities of the trustee owned by underwriters or their officials. Not applicable. Item 8. Securities of the obligor owned or held by the trustee. Not applicable. Item 9. Securities of underwriters owned or held by the trustee. Not applicable. Item 10. Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor. Not applicable. Item 11. Ownership or holdings by the trustee of any securities of a person owning 50 percent of more of the voting securities of the obligor. Not applicable. Item 12. Indebtedness of the Obligor to the Trustee. Not applicable. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. There is not and has not been any such default. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. There has not been any such default. 3 Item 14. Affiliations with the Underwriters. Not applicable. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits The additional exhibits listed below are filed herewith; exhibits, if any, identified in parentheses are on file with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rule of Practice. 1. A copy of the articles of incorporation of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 33-89756). 2. A copy of the certificate of authority of the trustee to commence business and to exercise trust powers (Exhibit 2 to Form T-1, Registration No. 33-89756). 3. See Exhibit 2 to Form T-1. 4. A copy of the existing bylaws of the trustee (Exhibit 3 to Form T-1, Registration No. 33-89756). 5. Not applicable. 6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939, as amended. 7. A copy of the latest report of condition of the trustee as of the close of business on December 31, 1996 published pursuant to the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, AmSouth Bank of Alabama, a corporation organized and existing under the laws of the State of Alabama, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Birmingham, State of Alabama on the 23rd day of April, 1997. AMSOUTH BANK OF ALABAMA BY /s/Charles S. Northen, IV ----------------------------------- Charles S. Northen, IV Vice President and Corporate Trust Officer 5 EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the proposed issue of Subordinated Debt Securities by Protective Life Corporation, we hereby consent that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request thereof. Dated April 23, 1997 AMSOUTH BANK OF ALABAMA BY /s/Charles S. Northen, IV ----------------------------------- Charles S. Northen, IV Vice President and Corporate Trust Officer Exhibit 7 AMSOUTH BANK OF ALABAMA Call Date: 12/31/96 State #: 01-0320 FFIEC 031 P.O. BOX 11007 Vendor ID: D Cert: 02782 Page RC-1 BIRMINGHAM, AL 35288 Transit Number: 62000019 11 Transmitted to EDS as 0030182 on 01/30/97 at 20:27:04 CST Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 1996 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC - Balance Sheet C400 - Dollar Amounts in Thousands - -------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository RCFD institutions (from Schedule RC-A): ---- a. Noninterest-bearing balances and currency and coin (1)______________________________ 0081. . 474,687 1.a b. Interest-bearing balances (2)_____________ 0071. . 6 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A)___________________________ 1754. . 1,121,454 2.a b. Available-for-sale securities (from Schedule RC-B, column D)__________________ 1773. . 962,933 2.b 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds sold________________________ 0276. . 505,600 3.a b. Securities purchased under agreements to resell____________________________________ 0277. . 31,569 3.b 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income RCFD (from ---- Schedule RC-C)___________ 2122. . 6,960,685 . . . . . 4.a b. LESS: Allowance for Loan and lease losses_________ 3123. . 91,991 . . . . . 4.b c. LESS: Allocated transfer risk reserve_____________ 3128. . 0 . . . . . 4.c d. Loans and Leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c)______________________________ 2125. . 6,866,694 4.d 5. Trading assets (from Schedule RC-D)__________ 3545. . 3,879 5. 6. Premises and fixed assets (including capitalized leases)__________________________ 2145. . 178,242 6. 7. Other real estate owned (from Schedule RC-M)________________________________________ 2150. . 2,729 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)________________________________________ 2130. . 12,226 8. 9. Customers' liability to this bank on acceptances outstanding______________________ 2155. . 2,705 9. 10. Intangible assets (from Schedule RC-M)_______ 2143. . 13,319 10. 11. Other assets (from Schedule RC-F)____________ 2160. . 174,169 11. 12. Total assets (sum of items 1 through 11)_____ 2170. . 10,352,212 12. - ---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. Exhibit 7 AMSOUTH BANK OF ALABAMA Call Date: 12/31/96 State #: 01-0320 FFIEC 031 P.O. BOX 11007 Vendor ID: D Cert: 02782 Page RC-2 BIRMINGHAM, AL 35288 Transit Number: 62000019 12 Transmitted to EDS as 0030182 on 01/30/97 at 20:27:04 CST Schedule RC - Continued Dollar Amounts in Thousands - -------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals RCON of columns A and C from ---- Schedule RC-E, part I)_____________________ 2200. . 6,786,091 13.a RCON ---- (1) Noninterest-bearing (1)_ 6631. . 1,403,029 . . . . . .13.a.1 (2) Interest-bearing________ 6636. . 5,383,062 . . . . . .13.a.2 RCFN ---- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)_____________________________ 2200 7,004 13.b RCFN ---- (1) Noninterest-bearing____ 6631. . 0 . . . . . .13.b.1 (2) Interest-bearing_______ 6636. . 7,004 . . . . . .13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of Edge and Agreement subsidiaries, and in IBFs: RCFD ---- a. Federal funds purchased___________________ 0278. . 1,395,417 14.a b. Securities sold under agreements to repurchase________________________________ 0279. . 396,667 14.b RCON 15. a. Demand notes issued to the U.S. ---- Treasury__________________________________ 2840. . 185,082 15.a RCFD ---- b. Trading liabilities (from Schedule RC-D)__ 3548. . 4 15.b 16. Other borrowed money: a. With a remaining maturity of one year or less______________________________________ 2332. . 21,398 16.a b. With a remaining maturity of more than one year__________________________________ 2333. . 552,035 16.b 17. Mortgage indebtedness and obligations under capitalized leases___________________________ 2910. . 0 17. 18. Bank's liability on acceptances executed and outstanding__________________________________ 2920. . 2,705 18. 19. Subordinated notes and debentures____________ 3200. . 0 19. 20. Other liabilities (from Schedule RC-G)_______ 2930. . 145,430 20. 21. Total liabilities (sum of items 13 through 20)__________________________________________ 2948. . 9,491,833 21. 22. Limited-life preferred stock and related surplus______________________________________ 3282. . 0 22. EQUITY CAPITAL RCFD ---- 23. Perpetual preferred stock and related surplus 3838. . 0 23. 24. Common stock_________________________________ 3230. . 16,050 24. 25. Surplus (exclude all surplus related to preferred stock)_____________________________ 3839. . 273,121 25. 26. a. Undivided profits and capital reserves____ 3632. . 561,132 26.a b. Net unrealized holding gains (losses) on available-for-sale securities_____________ 8434. . 10,076 26.b 27. Cumulative foreign currency translation adjustments__________________________________ 3284. . 0 27. 28. Total equity capital (sum of items 23 through 27)__________________________________________ 3210. . 860,379 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28)__________________________________ 3300. . 10,352,212 29. Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent RCFD NUMBER external auditors as of any date during ---- ------ 1995_________________________________________ 6724. . N/A M.1 1 = Independent audit of the bank 4 = Directors' examination of the bank conducted in accordance with performed by other external auditors generally accepted auditing (may be required by state chartering standards by a certified public authority) accounting firm which submits a 5 = Review of the bank's financial report on the bank statements by external auditors 2 = Independent audit of the bank's 6 = Compilation of the bank's financial parent holding company conducted statements by external auditors in accordance with generally 7 = Other audit procedures (excluding accepted auditing standards by a tax preparation work) certified public accounting firm 8 = No external audit work 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) - ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. -----END PRIVACY-ENHANCED MESSAGE-----