PartnerRe Ltd.
(Exact name of registrant as specified in its charter)
|
PartnerRe Finance A LLC
PartnerRe Finance B LLC
PartnerRe Finance C LLC
|
PartnerRe Finance II Inc.
(Exact name of registrant as specified in its charter)
|
PartnerRe Capital Trust II
PartnerRe Capital Trust III
(Exact name of registrant as specified in
its charter)
|
||||
Bermuda
|
Not Applicable
|
Delaware
|
Delaware
|
02-0540831
|
Delaware
|
||
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification
Number)
|
(State or other jurisdiction of
incorporation or organization)
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer
Identification
Number)
|
(State or other jurisdiction of
incorporation or organization)
|
||
80-0185658
(PartnerRe Finance A LLC)
|
Not Applicable (PartnerRe Finance B LLC)
(PartnerRe Finance C LLC)
|
41-6551055
(PartnerRe Capital Trust II)
|
Not Applicable
(PartnerRe Capital Trust III)
|
||||
(I.R.S. Employer Identification Numbers)
|
(I.R.S. Employer Identification Numbers)
|
||||||
90 Pitts Bay Road
Pembroke HM 08
Bermuda (441) 292-0888
(Address, including zip code, and
telephone number,
including area code, of registrant’s principal executive offices)
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, CT 06830-6352
(203) 485-4200
(Address, including zip code, and
telephone number,
including area code, of registrant’s principal executive offices)
|
c/o PartnerRe U.S. Corporation One Greenwich Plaza
Greenwich, CT 06830-6352
(203) 485-4200
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, CT 06830-6352
(203) 485-4200
(Address, including zip code, and
telephone number,
including area code, of registrant’s
principal executive offices)
|
___________________
c/o Theodore C. Walker
PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, CT 06830-6352
(203) 485-4200
|
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
|
Copy to:
|
||
William Babcock
Executive Vice President & Chief Financial Officer
PartnerRe Ltd.
90 Pitts Bay Road
Pembroke HM 08
(441) 292-0888
|
Richard J. Sandler, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
|
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
|
Title of Each
Class of Securities
to be Registered
|
Amount to be
Registered(1)
|
Proposed Maximum
Offering Price
Per Unit
|
Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
|
Common Shares of PartnerRe Ltd. (5)
|
||||
Preferred Shares of PartnerRe Ltd. (6)
|
||||
Depositary Shares of PartnerRe Ltd. (7)
|
||||
Debt Securities of PartnerRe Ltd. (8)
|
||||
Warrants to Purchase Common or Preferred Shares of PartnerRe Ltd.
|
||||
Warrants to Purchase Debt Securities of PartnerRe Ltd.
|
||||
Share Purchase Contracts of PartnerRe Ltd.
|
||||
Share Purchase Units of PartnerRe Ltd.
|
||||
Units (9)
|
||||
Debt Securities of PartnerRe Finance A LLC (10)
|
||||
Debt Securities of PartnerRe Finance B LLC (10)
|
(2)(3)
|
(2)(3)
|
(2)(3)
|
(4)
|
Debt Securities of PartnerRe Finance C LLC (10)
|
||||
Debt Securities of PartnerRe Finance II Inc. (10)
|
||||
PartnerRe Ltd. Guarantee of Debt Securities of PartnerRe Finance A LLC (11)
|
||||
PartnerRe Ltd. Guarantee of Debt Securities of PartnerRe Finance B LLC (11)
|
||||
PartnerRe Ltd. Guarantee of Debt Securities of PartnerRe Finance C LLC (11)
|
||||
PartnerRe Ltd. Guarantee of Debt Securities of PartnerRe Finance II Inc. (11)
|
||||
Preferred Securities of PartnerRe Capital Trust II
|
||||
Preferred Securities of PartnerRe Capital Trust III
|
||||
PartnerRe Ltd. Guarantee of Preferred Securities of PartnerRe Capital Trust II and certain backup undertakings (12)
|
||||
PartnerRe Ltd. Guarantee of Preferred Securities of PartnerRe Capital Trust III and certain backup undertakings (12)
|
(1)
|
These offered securities may be sold separately, together or as units with other offered securities.
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(2)
|
Such indeterminate number or amount of common shares, preferred shares, depositary shares, debt securities, warrants, share purchase contracts, share purchase units and units of PartnerRe, debt securities of PartnerRe Finance A LLC, PartnerRe Finance B LLC, PartnerRe Finance C LLC or PartnerRe Finance II Inc., and preferred securities of Capital Trust II or Capital Trust III as may from time to time be issued at indeterminate prices, in U.S. Dollars or the equivalent thereof denominated in foreign currencies or units of two or more foreign currencies or composite currencies.
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(3)
|
Not applicable pursuant to Form S-3 General Instruction II (E).
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(4)
|
Deferred in reliance upon Rule 456(b) and Rule 457(r).
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(5)
|
Also includes such presently indeterminate number of common shares as may be issued by PartnerRe (a) upon conversion of or exchange for any debt securities or preferred shares that provide for conversion or exchange into common shares, (b) upon exercise of warrants to purchase common shares or (c) pursuant to share purchase contracts.
|
(6)
|
Also includes such presently indeterminate number of preferred shares as may be issued by PartnerRe (a) upon conversion of or exchange for any debt securities that provide for conversion or exchange into preferred shares, (b) upon exercise of warrants to purchase preferred shares or (c) pursuant to share purchase contracts.
|
(7)
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To be represented by depositary receipts representing an interest in all or a specified portion of a common share or preferred share.
|
(8)
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Subject to Note (2), such indeterminate principal amount of debt securities (which may be senior or subordinated).
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(9)
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There are being registered hereby such indeterminate number of Units as may be issued at indeterminate prices. Units may consist of any combination of the securities being registered hereby.
|
(10)
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Subject to Note (2), such indeterminate principal amount of debt securities (which may be senior, subordinated or junior subordinated debt securities).
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(11)
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No separate consideration will be received for the guarantees of the debt securities issued by PartnerRe Finance A LLC, PartnerRe Finance B LLC, PartnerRe Finance C LLC or PartnerRe Finance II Inc.
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(12)
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No separate consideration will be received for the guarantees of the preferred securities issued by Capital Trust II or Capital Trust III. The guarantees include the rights of holders of the preferred securities under the guarantees and certain backup undertakings, comprised of obligations of PartnerRe as guarantor of the junior subordinated debt securities under a junior subordinated indenture of a Finance Subsidiary, any supplemental indentures thereto and any related guarantee agreement and under the applicable trust agreement to provide certain indemnities in respect of, and be responsible for certain costs, expenses, debts and liabilities of Capital Trust II and/or Capital Trust III, as described in the Registration Statement. All obligations under the applicable trust agreement, including the indemnity obligation, are included in the back-up undertakings.
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Page
|
|
About this Prospectus
|
1
|
PartnerRe Ltd.
|
2
|
The Finance Subsidiaries
|
2
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The Capital Trusts
|
2
|
Risk Factors
|
4
|
Forward-Looking Statements
|
4
|
Use of Proceeds
|
6
|
Ratio of Earnings to Fixed Charges and Preferred Share Dividends of PartnerRe
|
6
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General Description of the Offered Securities
|
7
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Description of Our Capital Shares
|
7
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Description of the Depositary Shares
|
16
|
Description of the Debt Securities
|
19
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Certain Provisions of the Junior Subordinated Debt Securities Issued to the Capital Trusts
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34
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Description of the Debt Securities Guarantees
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38
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Description of the Warrants to Purchase Common Shares or Preferred Shares
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39
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Description of the Warrants to Purchase Debt Securities
|
41
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Description of the Trust Preferred Securities
|
42
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Description of the Trust Preferred Securities Guarantees
|
51
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Description of the Share Purchase Contracts and the Share Purchase Units
|
54
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Description of Units
|
54
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Plan of Distribution
|
55
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Legal Opinions
|
58
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Experts
|
58
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Where You Can Find More Information
|
58
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Incorporation of Certain Documents by Reference
|
59
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Enforcement of Civil Liabilities Under United States Federal Securities Laws
|
60
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|
·
|
we, the applicable Finance Subsidiary and/or Capital Trust, as the case may be, will provide a prospectus supplement each time these securities are offered pursuant to this prospectus; and
|
|
·
|
the prospectus supplement will provide specific information about the terms of that offering and also may add to, change or update information contained in this prospectus.
|
|
·
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“we,” “us,” “our” or “PartnerRe” refer to PartnerRe Ltd.;
|
|
·
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“PartnerRe Finance A” refers to PartnerRe Finance A LLC;
|
|
·
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“PartnerRe Finance B” refers to Partner Finance B LLC;
|
|
·
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“PartnerRe Finance C” refers to PartnerRe Finance C LLC;
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|
·
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“PartnerRe Finance II” refers to PartnerRe Finance II Inc.;
|
|
·
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“Finance Subsidiary” refers to any of PartnerRe Finance A, PartnerRe Finance B, PartnerRe Finance C or PartnerRe Finance II (collectively, the “Finance Subsidiaries”);
|
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·
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“Capital Trust II” refers to PartnerRe Capital Trust II;
|
|
·
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“Capital Trust III” refers to PartnerRe Capital Trust III; and
|
|
·
|
“Capital Trust” refers to either Capital Trust II or Capital Trust III (together, the “Capital Trusts”).
|
|
·
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issuing and selling preferred securities and common securities that represent undivided beneficial interests in the assets of such Capital Trust;
|
|
·
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using the proceeds from the sale of its preferred securities and common securities to acquire junior subordinated debt securities issued by a Finance Subsidiary, and guaranteed by, us; and
|
|
·
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engaging in only those other activities necessary or incidental to the issuance and sale of its preferred securities and common securities.
|
|
·
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the information contained or incorporated by reference into this prospectus, including the “Risk Factors” beginning on page 30 of our Annual Report on Form 10-K/A for the year ended December 31, 2011 filed with the Commission on February 29, 2012;
|
|
·
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the information, including risk factors, in any of our subsequent current, quarterly and annual reports and other documents we file with the Commission after the date of this prospectus that are incorporated by reference herein; and
|
|
·
|
the information, including risk factors, contained in or incorporated by reference into any prospectus supplement relating to specific offerings of securities.
|
|
(1)
|
the occurrence of catastrophic events (including windstorms, hurricanes, tsunamis, earthquakes, floods, hail, tornadoes, severe winter weather and other natural disasters) or other reinsured events with a frequency or severity exceeding our expectations;
|
|
(2)
|
systemic increases in the frequency or severity of casualty losses;
|
|
(3)
|
inherent uncertainty of models, modeling techniques and the application of such techniques, which may not accurately address the emergence of a variety of matters that might be deemed to impact certain of our coverages;
|
|
(4)
|
a decrease in the level of demand for reinsurance and/or an increase in the supply of reinsurance capacity;
|
|
(5)
|
increased competitive pressures, including the consolidation and increased globalization of reinsurance providers;
|
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(6)
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the continuation of unfavorable economic conditions, which may adversely affect the capital markets, our funding costs and/or the ability to obtain credit;
|
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(7)
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actual losses and loss expenses exceeding our estimated loss reserves, which are necessarily based on actuarial and statistical projections of ultimate losses;
|
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(8)
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acts of terrorism, acts of war and political instability, or from other perils;
|
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(9)
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changes in the cost, availability and performance of retrocessional reinsurance, including the ability to collect reinsurance recoverables;
|
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(10)
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concentration risk in dealing with a limited number of brokers;
|
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(11)
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credit risk relating to our brokers, cedants and other counterparties;
|
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(12)
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failure of Coliseé Re, AXA or their affiliates to honor their obligations;
|
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(13)
|
developments in and risks associated with global financial markets that could affect our investment portfolio;
|
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(14)
|
actions taken by governmental and regulatory bodies to address governance of industries that may present a systemic risk to economic stability;
|
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(15)
|
changing rates of interest, inflation and other economic conditions;
|
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(16)
|
availability of borrowings and letters of credit under our credit facilities;
|
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(17)
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ability to obtain any additional financing on favorable terms;
|
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(18)
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impact of fluctuations in foreign currency exchange rates;
|
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(19)
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fluctuations in the fair value of our equity-like investments;
|
|
(20)
|
actions by rating agencies that might impact our ability to continue to write existing business or write new business;
|
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(21)
|
changes in accounting policies, their application or interpretation;
|
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(22)
|
changes in the legal or regulatory environments in which we operate, including the passage of federal or state legislation subjecting our non-U.S. operations to supervision or regulation, including additional tax regulation, in the United States or other jurisdictions in which we operate;
|
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(23)
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any measures designed to limit harmful tax competition that may affect Bermuda;
|
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(24)
|
defaults by others, including issuers of investment securities that we hold, reinsurers or other counterparties;
|
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(25)
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potential industry impact of industry investigations into insurance market practices;
|
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(26)
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legal decisions and rulings and new theories of liability;
|
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(27)
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amount of dividends received from our subsidiaries;
|
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(28)
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new mass tort actions or reemergence of old mass torts such as asbestosis;
|
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(29)
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declines in the equity and credit markets;
|
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(30)
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changes in social and environmental conditions;
|
|
(31)
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loss of qualified executive officers, underwriters and other key personnel;
|
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(32)
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operational risks, including human or system failures; and
|
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(33)
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limitations on the voting and ownership of our shares or the ability to enforce a judgment against us in the U.S.
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||
Ratio of Earnings to Fixed Charges
|
NM(1)
|
15.75x
|
48.53x
|
2.10x
|
14.51x
|
||||
Ratio of Earnings to Combined Fixed Charges and Preference Share Dividends
|
NM(1)
|
10.32x
|
25.30x
|
1.30x
|
9.49x
|
(1)
|
NM: Not meaningful. The ratio for the year ended December 31, 2011 above is not meaningful due to the net loss reported for this period which was impacted by large catastrophic losses, including the Japan earthquake and resulting tsunami, the February and June New Zealand earthquakes, the floods in Thailand, the U.S. tornadoes, the floods in Queensland, Australia and aggregate contracts covering losses in Australia and New Zealand. Further information regarding the impact of these catastrophic losses on our financial results can be found in the documents incorporated by reference in this prospectus. Additional earnings of $444.9 million would be necessary to result in a one-to-one coverage ratio for the ratio of earnings to fixed charges and additional earnings of $492.0 million would be necessary to result in a one-to-one coverage ratio for the ratio of earnings to combined fixed charges and preference share dividends.
|
|
·
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common shares;
|
|
·
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preferred shares;
|
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·
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depositary shares, each representing a fraction of a common share or of a preferred share;
|
|
·
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unsecured senior or subordinated debt securities;
|
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·
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warrants to purchase common shares;
|
|
·
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warrants to purchase preferred shares;
|
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·
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warrants to purchase debt securities;
|
|
·
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share purchase contracts to purchase common shares;
|
|
·
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share purchase units, each representing ownership of a share purchase contract and, as security for the holder’s obligation to purchase common shares under the share purchase contract, any of (1) our debt obligations, (2) debt obligations of third parties, including U.S. Treasury securities, or (3) preferred securities of any of the Capital Trusts; and
|
|
·
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units which may consist of any combination of the securities listed above.
|
|
·
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our Memorandum of Association and Bye-Laws, which set forth certain terms of our share capital;
|
|
·
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the certificate of designation for our 6.75% Series C Cumulative Redeemable Preferred Shares, which we refer to in this prospectus as the Series C Preferred Shares;
|
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·
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the certificate of designation for our 6.50% Series D Cumulative Redeemable Preferred Shares, which we refer to in this prospectus as the Series D Preferred Shares; and
|
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·
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the certificate of designation for our 7.25% Series E Cumulative Redeemable Preferred Shares, which we refer to in this prospectus as the Series E Preferred Shares.
|
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·
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declare or pay any dividends upon any other capital shares ranking pari passu with the Series C Preferred Shares, as to dividends and the distribution of assets upon any liquidation, dissolution or winding up
|
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·
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declare or pay any dividends upon the common shares or any other capital shares ranking junior to the Series C Preferred Shares, as to dividends or the distribution of assets upon any liquidation, dissolution or winding up of PartnerRe; or
|
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·
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redeem any common shares or other shares ranking junior to the Series C Preferred Shares.
|
|
·
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amend or repeal any of the provisions of our Memorandum of Association, Bye-Laws or the certificate of designation relating to the Series C Preferred Shares that would vary the rights, preferences or voting powers of the holders of the Series C Preferred Shares;
|
|
·
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authorize any amalgamation, consolidation, merger or statutory share exchange that affects the Series C Preferred Shares, unless each Series C Preferred Share remains outstanding with no variation in its rights, preferences or voting powers or is converted into or exchanged for preferred shares of the surviving entity having rights, preferences and voting powers identical to that of a Series C Preferred Share; or
|
|
·
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authorize any creation or increase in the authorized amount of, any shares of any class or series or any security convertible into shares of any class or series ranking prior to the Series C Preferred Shares in payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company.
|
|
·
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declare or pay any dividends upon any other capital shares ranking pari passu with the Series D Preferred Shares, as to dividends and the distribution of assets upon any liquidation, dissolution or winding up of PartnerRe, unless either all dividends are declared upon the Series D Preferred Shares, or all dividends declared upon the Series D Preferred Shares and the shares ranking equally with the Series D Preferred Shares are declared pro rata;
|
|
·
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declare or pay any dividends upon the common shares or any other capital shares ranking junior to the Series D Preferred Shares, as to dividends or the distribution of assets upon any liquidation, dissolution or winding up of PartnerRe; or
|
|
·
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redeem any common shares or other shares ranking junior to the Series D Preferred Shares.
|
|
·
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amend or repeal any of the provisions of our Memorandum of Association, Bye-Laws or the certificate of designation relating to the Series D Preferred Shares that would vary the rights, preferences or voting powers of the holders of the Series D Preferred Shares;
|
|
·
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authorize any amalgamation, consolidation, merger or statutory share exchange that affects the Series D Preferred Shares, unless each Series D Preferred Share remains outstanding with no variation in its rights, preferences or voting powers or is converted into or exchanged for preferred shares of the surviving entity having rights, preferences and voting powers identical to that of a Series D Preferred Share; or
|
|
·
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authorize any creation or increase in the authorized amount of, any shares of any class or series or any security convertible into shares of any class or series ranking prior to the Series D Preferred Shares in payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company.
|
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·
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declare or pay any dividends upon any other capital shares ranking pari passu with the Series E Preferred Shares, as to dividends and the distribution of assets upon any liquidation, dissolution or winding up of PartnerRe, unless either all dividends are declared upon the Series E Preferred Shares, or all dividends declared upon the Series E Preferred Shares and the shares ranking equally with the Series E Preferred Shares are declared pro rata;
|
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·
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declare or pay any dividends upon the common shares or any other capital shares ranking junior to the Series E Preferred Shares, as to dividends or the distribution of assets upon any liquidation, dissolution or winding up of PartnerRe; or
|
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·
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redeem any common shares or other shares ranking junior to the Series E Preferred Shares.
|
|
·
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amend or repeal any of the provisions of our Memorandum of Association, Bye-Laws or the certificate of designation relating to the Series E Preferred Shares that would vary the rights, preferences or voting powers of the holders of the Series E Preferred Shares;
|
|
·
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authorize any amalgamation, consolidation, merger or statutory share exchange that affects the Series E Preferred Shares, unless each Series E Preferred Share remains outstanding with no variation in its rights, preferences or voting powers or is converted into or exchanged for preferred shares of the surviving entity having rights, preferences and voting powers identical to that of a Series E Preferred Share; or
|
|
·
|
authorize any creation or increase in the authorized amount of, any shares of any class or series or any security convertible into shares of any class or series ranking prior to the Series E Preferred Shares in payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company.
|
|
·
|
the number of shares to be issued and sold and any distinctive designation;
|
|
·
|
the dividend rights of the preferred shares, whether dividends will be cumulative and, if so, from which date or dates and the relative rights or priority, if any, of payment of dividends on preferred shares and any limitations, restrictions or conditions on the payment of such dividends;
|
|
·
|
the voting powers, if any, of the preferred shares, equal to or greater than one vote per share, which may include the right to vote, as a class or with other classes of capital stock, to elect one or more of our directors;
|
|
·
|
the terms and conditions (including the price or prices, which may vary under different conditions and at different redemption dates), if any, upon which all or any part of the preferred shares may be redeemed, at whose option such a redemption may occur, and any material limitations, restrictions or conditions on such redemption;
|
|
·
|
the terms, if any, upon which the preferred shares will be convertible into or exchangeable for our shares of any other class, classes or series;
|
|
·
|
the relative amounts, and the relative rights or priority, if any, of payment in respect of preferred shares, which the holders of the preferred shares will be entitled to receive upon our liquidation, dissolution or winding up;
|
|
·
|
the terms, if any, of any purchase, retirement or sinking fund to be provided for the preferred shares;
|
|
·
|
the restrictions, limitations and conditions, if any, upon the issuance of our indebtedness so long as any preferred shares are outstanding; and
|
|
·
|
any other relative rights, preferences, limitations and powers not inconsistent with applicable law, the Memorandum of Association or the Bye-Laws.
|
|
·
|
fixing the dividend rates and payment dates;
|
|
·
|
the extent of voting rights, if any;
|
|
·
|
the terms and prices of redemption;
|
|
·
|
the amount payable on the shares in the event of liquidation;
|
|
·
|
sinking fund provisions; and
|
|
·
|
the terms and conditions on which shares may be converted if the shares are to be issued with the privilege of conversion.
|
|
·
|
the appropriate instrument of transfer (if any) is submitted along with such evidence as our board of directors may reasonably require showing the right of the transferor to make the transfer;
|
|
·
|
it is satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Bermuda or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; or
|
|
·
|
the instrument of transfer (if any) is in favour of less than five persons jointly.
|
|
·
|
the title and series of such debt securities, which may include medium-term notes;
|
|
·
|
the aggregate principal amount of such debt securities and any limit upon such principal amount;
|
|
·
|
the date or dates on which the principal of such debt securities will be payable;
|
|
·
|
the rate or rates at which such debt securities will bear interest, if any;
|
|
·
|
the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined;
|
|
·
|
the date or dates on which interest, if any, on such debt securities will be payable and any regular record dates applicable to the date or dates on which interest will be so payable;
|
|
·
|
any right to extend or defer the interest payment period and the duration of the extension;
|
|
·
|
the portion of the principal amount of the debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;
|
|
·
|
the place or places where the principal of, any premium or interest on or any additional amounts with respect to such debt securities will be payable;
|
|
·
|
any optional or mandatory redemption terms or prepayment, conversion, sinking fund or remarketing provisions;
|
|
·
|
if other than denominations of $2,000 or multiples of $1,000, the denominations in which any debt securities to be issued in registered form (as defined below) will be issuable;
|
|
·
|
if other than a denomination of $5,000, the denominations in which any debt securities to be issued in bearer form (as defined below) will be issuable;
|
|
·
|
any convertibility or exchangeability provisions;
|
|
·
|
any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest with respect to such debt securities;
|
|
·
|
whether such debt securities will be issued in the form of one or more temporary or permanent global securities and, if so, the identity of the depositary for such global security or securities;
|
|
·
|
whether such debt securities are senior debt securities or subordinated debt securities and, if subordinated debt securities, the specific subordination provisions applicable thereto;
|
|
·
|
in the case of debt securities issued by any of the Finance Subsidiaries, the agreement relating to our guarantee of such debt securities;
|
|
·
|
in the case of junior subordinated debt securities issued by any of the Finance Subsidiaries to a Capital Trust, the form of amended and restated trust agreement and the agreement relating to our guarantee of the preferred securities of such Capital Trust;
|
|
·
|
United States federal income tax considerations, if any;
|
|
·
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the currency or currencies, if other than the U.S. dollar, in which payments of the principal of and interest on the debt securities will be payable;
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in the case of junior subordinated debt securities issued by any of the Finance Subsidiaries to a Capital Trust, the terms and conditions of any obligation or right of the applicable Finance Subsidiary or such Capital Trust to convert or exchange such junior subordinated debt securities into or for preferred securities of such Capital Trust;
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any deletions from, modifications of or additions to the Events of Default or covenants of the issuer with respect to such debt securities;
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in the case of subordinated debt securities or junior subordinated debt securities, any modifications, including additions to or exclusions from, the definition of Senior Indebtedness (defined under “—Subordination of the Subordinated Debt Securities Issued by PartnerRe”, “—Subordination of the Subordinated Debt Securities Issued by the Finance Subsidiaries” and “—Subordination of the Junior Subordinated Debt Securities Issued by the Finance Subsidiaries”); and
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any other terms of such debt securities and any other deletions from or modifications or additions to the applicable indenture in respect of such debt securities. (Section 3.01)
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issue, register the transfer of, or exchange, the debt securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such debt securities and ending at the close of business on the day of such mailing,
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register the transfer or exchange of any debt security so selected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part, or
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register the transfer of or exchange any debt security which, in accordance with its terms, has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid. (Section 3.05)
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the depositary for a series of the debt securities notifies the issuer that it is unwilling or unable to continue as depositary or if such depositary ceases to be eligible under the applicable indenture and a successor depositary is not appointed by the issuer within 90 days of written notice;
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the issuer determines that the debt securities of a particular series will no longer be represented by global securities and executes and delivers to the trustee a company order to such effect; or
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an Event of Default with respect to a series of the debt securities has occurred and is continuing.
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such person is a corporation, limited liability company, incorporated association, company or business trust, as the case may be, organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda or any country which is, on the date of the indenture, a member of the Organization of Economic Cooperation and Development;
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such person will expressly assume, by supplemental indenture, the due and punctual payment of the principal of, or any premium and interest on, all of the debt securities issued under the applicable indenture, and the performance of the issuer’s obligations under such indenture and the debt securities issued under the applicable indenture, and provides for conversion or exchange rights in accordance with the provisions of the debt securities of any series that are convertible or exchangeable into common shares or other securities;
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immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the issuer as a result of such transaction as having been incurred by the issuer or such subsidiary at the time of such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, will have happened and be continuing; and
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certain other conditions are met. (Section 8.01)
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(1)
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default in paying interest on any debt security, when it becomes due and payable, and the default continues for a period of 30 days;
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(2)
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default in paying principal or any premium on any debt security, when such principal or premium becomes due and payable;
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(3)
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default in the performance, or breach, of any covenant or warranty in the applicable indenture for the benefit of such debt securities, and the continuance of such default or breach for a period of 60 days after written notice of default is given under the indenture;
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(4)
|
if any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the issuer for borrowed money (other than Indebtedness which is non-recourse to the issuer) happens and consists of default in the payment of more than $100,000,000 in principal amount of such Indebtedness when due (after giving effect to any applicable grace period) or shall result in such Indebtedness in principal amount in excess of $100,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such default is not cured or waived or such acceleration is not rescinded or annulled within a period of 30 days after there has been given written notice as provided in the applicable indenture;
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(5)
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the issuer fails within 60 days to pay, bond or otherwise discharge any uninsured judgment or court order for the payment of money in excess of $100,000,000, which is not stayed on appeal or is not otherwise being appropriately contested in good faith; and
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(6)
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certain events relating to bankruptcy, insolvency or reorganization of the issuer.
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(1)
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default in paying interest on any debt security, when they become due and payable, and the default continues for a period of 30 days;
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(2)
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default in paying principal, any premium on any debt security, when such principal or premium becomes due and payable; and
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(3)
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certain events relating to bankruptcy, insolvency or reorganization of the issuer.
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·
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changes to the stated maturity of the principal of, or any premium or installment of interest with respect to, any debt security; or
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reductions of the principal amount of, or the rate (or modify the calculation of such principal amount or rate) of interest with respect to, or any premium payable upon the redemption of, any debt security.
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provide for such issuer’s successor pursuant to a consolidation, amalgamation, merger or sale of assets;
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provide for a successor trustee with respect to debt securities of all or any series;
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cure any ambiguity, defect or inconsistency;
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make any other provisions with respect to matters or questions arising under any indenture which will not adversely affect the interests of the holders of debt securities of any series; or
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make any other change that does not materially adversely affect the interests of the holders of any debt securities then outstanding under the applicable indenture. (Section 9.01)
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in paying principal, premium or interest with respect to debt securities of that series; or
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in respect of a covenant or provision of the applicable indenture that cannot be modified or amended without the consent of the holder of each debt security of any series. (Section 5.13)
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to defease and be discharged from any and all obligations with respect to such debt securities (except for, among other things, obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency with respect to such debt securities and to hold moneys for payment in trust) (“defeasance”); or
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to be released from its obligations with respect to such debt securities under certain covenants as described in the related prospectus supplement, and any omission to comply with such obligations will not constitute a default or an Event of Default with respect to such debt securities (“covenant defeasance”).
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the applicable defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under or any material agreement or instrument to which the issuer is a party or by which it is bound;
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·
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no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the debt securities to be defeased will have occurred and be continuing on the date of establishment of such a trust after giving effect to such establishment and, with respect to defeasance only, no bankruptcy proceeding will have occurred and be continuing at any time during the period ending on the 91st day after such date;
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·
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with respect to registered securities and any bearer securities for which the place of payment is within the United States, the issuer has delivered to the trustee an opinion of counsel (as specified in each indenture) to the effect that the holders of such debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and such opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by the issuer, a Revenue Ruling published by the Internal Revenue Service or a change in applicable United States federal income tax law occurring after the date of the applicable indenture; and
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·
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with respect to defeasance, the issuer has delivered to the trustee an officers’ certificate as to solvency and the absence of intent of preferring holders over other creditors. (Section 4.02)
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·
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any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to us or to our creditors, as such, or to our assets; or
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any voluntary or involuntary liquidation, dissolution or other winding up of ours, whether or not involving insolvency or bankruptcy; or
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·
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any assignment for the benefit of creditors or any other marshalling of assets and liabilities of ours.
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·
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any payment of principal, interest or any other amount on our Senior Indebtedness is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or
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·
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if the maturity of any Senior Indebtedness of ours has been accelerated because of a default.
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our subordinated debt securities;
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·
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Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with our subordinated debt securities or any other Indebtedness ranking pari passu with our subordinated debt securities;
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interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against us in a proceeding under federal or state bankruptcy laws;
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trade accounts payable;
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·
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liability for income, franchise, real estate or other taxes owed or owing; and
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our guarantees of any junior subordinated debt securities of the Finance Subsidiaries, including those issued to a Capital Trust (or similar financing vehicle of PartnerRe).
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·
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any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the relevant issuer or to its creditors, as such, or to its assets; or
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·
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any voluntary or involuntary liquidation, dissolution or other winding up of the relevant issuer, whether or not involving insolvency or bankruptcy; or
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·
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any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the relevant issuer.
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·
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any payment of principal, interest or any other amount on Senior Indebtedness of such issuer is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or
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if the maturity of any Senior Indebtedness of such issuer has been accelerated because of a default.
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the subordinated debt securities issued by such Finance Subsidiary;
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·
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Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with such subordinated debt securities or any other Indebtedness ranking pari passu with such subordinated debt securities;
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·
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interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against such Finance Subsidiary in a proceeding under federal or state bankruptcy laws;
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trade accounts payable;
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liability for income, franchise, real estate or other taxes owed or owing; and
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any junior subordinated debt securities, including those issued to a Capital Trust (or similar financing vehicle of PartnerRe).
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·
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any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the relevant issuer or to its creditors, as such, or to its assets; or
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·
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any voluntary or involuntary liquidation, dissolution or other winding up of the relevant issuer, whether or not involving insolvency or bankruptcy; or
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·
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any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the relevant issuer.
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·
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any payment of principal, interest or any other amount on Senior Indebtedness of such Finance Subsidiary is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or
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·
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if the maturity of any Senior Indebtedness of such Finance Subsidiary has been accelerated because of a default.
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the junior subordinated debt securities issued by such Finance Subsidiary;
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·
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Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with the junior subordinated debt securities or any other Indebtedness ranking pari passu with the junior subordinated debt securities;
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·
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interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against such issuer in a proceeding under federal or state bankruptcy laws;
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trade accounts payable;
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·
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liability for income, franchise, real estate or other taxes owed or owing; and
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any junior subordinated debt securities issued to a Capital Trust (or similar financing vehicle of PartnerRe).
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·
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no event of default on the junior subordinated debt securities has occurred and is continuing;
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·
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such Capital Trust is not in arrears on payments of distributions on its preferred securities and no deferred distributions have accumulated;
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·
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the junior subordinated debt securities are, and immediately after such extension will be, rated at least investment grade by either Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. or another nationally recognized statistical rating organization; and
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·
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the extended stated maturity is no later than the 49th anniversary of the initial issuance of the preferred securities of such Capital Trust.
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·
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such Capital Trust is or will be, within 90 days of delivery of such opinion of counsel, subject to United States federal income tax with respect to income received or accrued on the corresponding series of junior subordinated debt securities;
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·
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interest payable by the relevant issuer on such junior subordinated debt securities is not or will not be, within 90 days of delivery of such opinion of counsel, deductible by such issuer, in whole or in part, for United States federal income tax purposes; or
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·
|
such Capital Trust is or will be, within 90 days of delivery of such opinion of counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges. (Section 1.01 of the junior subordinated indentures)
|
(1)
|
any event occurs, of which the relevant issuer has actual knowledge that (A) with the giving of notice or lapse of time or both, would constitute an Event of Default under the junior subordinated indenture and (B) in respect of which the issuer shall not have taken reasonable steps to cure;
|
(2)
|
PartnerRe shall be in default with respect to its payment of obligations under the preferred securities guarantee relating to such preferred securities; or
|
(3)
|
the relevant issuer shall have given notice of its election to defer interest payments on the junior subordinated debt securities as provided in the junior subordinated indenture and shall not have rescinded such notice, or such election, shall be continuing,
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·
|
declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of PartnerRe’s outstanding capital stock; or
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·
|
make any payment of principal, interest, premium, if any, on or repay, repurchase or redeem any debt security of PartnerRe or the relevant issuer, as the case may be, that ranks equal to or junior in interest to the junior subordinated debt securities or the related guarantee, as the case may be, or make any guarantee payments with respect to any guarantee by PartnerRe or the relevant issuer, as the case may be, of the debt securities of any subsidiary of PartnerRe or the relevant issuer, as the case may be, if such guarantee ranks equal to or junior in interest to the junior subordinated debt securities or the guarantee in respect thereof, as the case may be, except in each case for the transactions described in the immediately following sentence.
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·
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dividends or distributions in the common shares or options or other rights to acquire the common shares of PartnerRe;
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·
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redemptions or purchases of any rights outstanding under a shareholder rights plan of PartnerRe, or the declaration of a dividend of such rights or the issuance of shares under such plan in the future;
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·
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purchases of common shares related to the issuance of common shares under any of PartnerRe’s benefit plans for its directors, officers or employees;
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·
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the purchase of fractional shares resulting from a reclassification of the capital stock of PartnerRe;
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·
|
the exchange or conversion of any class or series of the capital stock of PartnerRe (or any of its subsidiary’s) for another class or series of the capital stock of PartnerRe (or any of its subsidiary’s) or of any class or series of its (or any of its subsidiary’s) indebtedness pursuant to the terms of the capital stock or indebtedness as originally issued;
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·
|
the purchase of fractional interests in shares of the capital of PartnerRe (or any of its subsidiary’s) stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and
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·
|
any inter-company payments, other than dividend payments by the relevant Finance Subsidiary or its direct parent, PartnerRe U.S. Corporation. (Section 10.09 of the junior subordinated indentures).
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·
|
to maintain directly or indirectly 100% ownership of the common securities of such Capital Trust; provided, however, that any permitted successor of such issuer under the junior subordinated indenture may succeed to its ownership of such common securities;
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·
|
not to voluntarily dissolve, wind-up or liquidate such trust, except in connection with the distribution of its junior subordinated debt securities to the holders of preferred securities and common securities in liquidation of such Capital Trust, the redemption of all of the preferred securities and common securities of such Capital Trust, or certain mergers, consolidations or amalgamations, each as permitted by the amended and restated trust agreement of such Capital Trust; and
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·
|
to take reasonable steps as necessary so that such Capital Trust will not fail or cease to qualify as a grantor trust for United States federal income tax purposes.
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·
|
the offering price, if any;
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·
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the designation and terms of the common shares or preferred shares purchasable upon exercise of the share warrants;
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·
|
if applicable, the date on and after which the share warrants and the related offered securities will be separately transferable;
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·
|
the number of common shares or preferred shares purchasable upon exercise of one share warrant and the initial price at which such shares may be purchased upon exercise;
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·
|
the date on which the right to exercise the share warrants shall commence and the date on which such right shall expire;
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·
|
a discussion of certain United States federal income tax considerations;
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·
|
the call provisions, if any;
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·
|
the currency, currencies or currency units in which the offering price, if any, and exercise price are payable;
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·
|
the antidilution provisions of the share warrants; and
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·
|
any other material terms of the share warrants.
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·
|
the offering price, if any;
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·
|
the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants;
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·
|
if applicable, the date on and after which the debt warrants and the related offered securities will be separately transferable;
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·
|
the principal amount of debt securities purchasable upon exercise of one debt warrant and the price at which such principal amount of debt securities may be purchased upon exercise;
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·
|
the date on which the right to exercise the debt warrants shall commence and the date on which such right shall expire;
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·
|
a discussion of certain United States federal income tax considerations;
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·
|
whether the warrants represented by the debt warrant certificates will be issued in registered or bearer form;
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·
|
the currency, currencies or currency units in which the offering price, if any, and exercise price are payable;
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·
|
the antidilution provisions or other provisions for changes or adjustments in the exercise price; and
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·
|
any other material terms of the debt warrants.
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·
|
at any time, in whole but not in part as described under “Certain Provisions of the Junior Subordinated Debt Securities Issued to the Capital Trusts—Redemption” above, or
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·
|
as may be otherwise specified in the applicable prospectus supplement.
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·
|
the trust securities will no longer be deemed to be outstanding;
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|
·
|
certificates representing a like amount of junior subordinated debt securities will be issued to the holders of trust securities certificates, upon surrender of such certificates to the administrative trustees or their agent for exchange;
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|
·
|
the relevant Finance Subsidiary will use its reasonable efforts to have the junior subordinated debt securities listed or traded on such stock exchange, interdealer quotation system and/or other self-regulatory organization to the extent that the preferred securities are then listed or traded;
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|
·
|
any trust securities certificates not so surrendered for exchange will be deemed to represent a like amount of junior subordinated debt securities, accruing interest at the rate provided for in the applicable junior subordinated indenture from the last distribution date on which a distribution was made on such trust securities certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to holders of trust securities certificates with respect to such junior subordinated debt securities); and
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·
|
all rights of securityholders holding trust securities will cease, except the right of such securityholders to receive junior subordinated debt securities upon surrender of trust securities certificates. (Section 9.04(d))
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·
|
the bankruptcy, dissolution or liquidation of PartnerRe or the applicable Finance Subsidiary;
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|
·
|
the depositor of the Capital Trust gives written direction to the Property Trustee to dissolve such Capital Trust and distribute to the holders of its trust securities corresponding junior subordinated debt securities having an aggregate principal amount equal to the aggregate stated liquidation amount of the trust securities;
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|
·
|
the redemption of all of the Capital Trust’s trust securities in connection with the redemption of all the junior subordinated debt securities; or
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|
·
|
the entry of an order for the dissolution of the Capital Trust by a court of competent jurisdiction.
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·
|
such successor entity either expressly assumes all of the obligations of such Capital Trust with respect to the preferred securities or substitutes for the preferred securities other securities having substantially the same terms as the preferred securities so long as such successor securities rank the same as the preferred securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise;
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·
|
the depositor of the Capital Trust expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee as the holder of the corresponding junior subordinated debt securities;
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·
|
the successor securities are listed or traded, or any successor securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the preferred securities are then listed or traded, if any;
|
|
·
|
such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the preferred securities (including any successor securities) to be downgraded by any nationally recognized statistical rating organization;
|
|
·
|
such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the preferred securities (including any successor securities) in any material respect;
|
|
·
|
such successor entity has a purpose substantially identical to that of the Capital Trust;
|
|
·
|
prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the depositor of the Capital Trust has received an opinion from independent counsel experienced in such matters to the effect that (a) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the preferred securities (including any successor securities) in any material respect, and (b) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Capital Trust nor any successor entity will be required to register as an “investment company” under the Investment Company Act; and
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|
·
|
the depositor of the Capital Trust (or any permitted successor or assignee) owns all of the common securities of such successor entity and PartnerRe guarantees the obligations of such successor entity under the successor securities at least to the extent provided by the preferred securities guarantee.
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|
·
|
cure any ambiguity;
|
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·
|
correct or supplement any provisions in such amended and restated trust agreement that may be inconsistent with any other provision;
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|
·
|
make any other provisions with respect to matters or questions arising under such amended and restated trust agreement, which shall not be inconsistent with the other provisions of such amended and restated trust agreement; or
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|
·
|
modify, eliminate or add to any provisions of such amended and restated trust agreement to such extent as shall be necessary to ensure that the Capital Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any trust securities are outstanding or to ensure that the Capital Trust will not be required to register as an “investment company” under the Investment Company Act.
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|
·
|
change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities as of a specified date; or
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|
·
|
restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment on or after such date. (Section 10.02)
|
|
·
|
direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or executing any trust or power conferred on the indenture trustee with respect to such corresponding junior subordinated debt securities;
|
|
·
|
waive any past default that is waivable under Section 5.13 of the applicable junior subordinated indenture (as described in “Description of the Debt Securities—Modification and Waiver”);
|
|
·
|
exercise any right to rescind or annul a declaration that the principal of all the junior subordinated debt securities shall be due and payable; or
|
|
·
|
consent to any amendment, modification or termination of the junior subordinated indenture or such corresponding junior subordinated debt securities, where consent shall be required,
|
|
·
|
the depositor of the Capital Trust advises the Capital Trustees in writing that the depositary is no longer willing or able to act as depositary and the depositor of the Capital Trust fails to appoint a qualified successor within 90 days;
|
|
·
|
the depositor of the Capital Trust at its option advises the Capital Trustees in writing that it elects to terminate the book-entry system through the depositary; or
|
|
·
|
after the occurrence of a Debenture Event of Default under the corresponding junior subordinated debt securities, owners of preferred securities representing at least a majority of liquidation amount of such preferred securities advise the Property Trustee in writing that the continuation of a book-entry system through the depositary is no longer in their best interests. (Section 5.13)
|
|
·
|
any accrued and unpaid distributions required to be paid on such preferred securities, to the extent that such Capital Trust has funds on hand available for payment at such time;
|
|
·
|
the redemption price, including all accrued and unpaid distributions to the redemption date, with respect to any preferred securities called for redemption, to the extent that such Capital Trust has funds on hand available for payment at such time; and
|
|
·
|
upon a voluntary or involuntary dissolution, winding up or liquidation of such Capital Trust (unless the corresponding junior subordinated debt securities are distributed to holders of such preferred securities), the lesser of (a) the Liquidation Distribution (as defined in “Description of the Trust Preferred Securities—Liquidation Distribution Upon Dissolution of a Capital Trust”), to the extent such Capital Trust has funds available for payment at such time and (b) the amount of assets of such Capital Trust remaining available for distribution to holders of preferred securities.
|
|
·
|
full payment of the redemption price of all the related preferred securities,
|
|
·
|
the distribution of the corresponding junior subordinated debt securities to the holders of such preferred securities or
|
|
·
|
upon full payment of the amounts payable upon liquidation of the related Capital Trust.
|
|
·
|
senior debt securities or subordinated debt securities of ours;
|
|
·
|
senior debt securities, subordinated debt securities or junior debt securities of any of the Finance Subsidiaries;
|
|
·
|
our preferred shares;
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·
|
debt obligations of third parties, including U.S. Treasury securities; or
|
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·
|
preferred securities of a Capital Trust.
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·
|
the share purchase contracts;
|
|
·
|
the purchase contract agreement; and
|
|
·
|
the collateral arrangements and depositary arrangements, if applicable, relating to such share purchase contracts or share purchase units.
|
|
·
|
the terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
|
·
|
a description of the terms of any unit agreement governing the units; and
|
|
·
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
|
·
|
through agents;
|
|
·
|
through underwriters or dealers; or
|
|
·
|
directly to a limited number of purchasers or a single purchaser, including our affiliates.
|
|
·
|
the name or names of any underwriters, dealers or agents and the respective amount of the offered securities underwritten or purchased by each of them;
|
|
·
|
the purchase price of the offered securities and the proceeds to us, any of the Finance Subsidiaries and/or a Capital Trust from such sale;
|
|
·
|
any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
|
|
·
|
any delayed delivery arrangements;
|
|
·
|
any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and
|
|
·
|
any securities exchange on which such offered securities may be listed.
|
|
·
|
we, a reporting company under the Exchange Act, own indirectly all of the outstanding capital stock of each Finance Subsidiary;
|
|
·
|
the Finance Subsidiaries have no independent operations or proposals to engage in any activity other than issuing debt securities and applying the proceeds as described in “Use of Proceeds”; and
|
|
·
|
the obligations of the Finance Subsidiaries under the senior, subordinated or junior subordinated debt securities issued by them will be fully and unconditionally guaranteed by us. See “Description of the Debt Securities Guarantees.”
|
|
·
|
we, a reporting company under the Exchange Act, will directly or indirectly own all of the voting securities of each Capital Trust;
|
|
·
|
each Capital Trust has no independent operations or proposals to engage in any activity other than issuing securities representing undivided beneficial interests in the assets of such Capital Trust and investing the proceeds in junior subordinated debt securities issued by a Finance Subsidiary which will be guaranteed by us; and
|
|
·
|
the obligations of each Capital Trust under the preferred securities issued by it will be guaranteed by us. See “Description of the Trust Preferred Securities Guarantees.”
|
(1)
|
our Annual Report on Form 10-K/A for the year ended December 31, 2011 filed with the Commission on February 29, 2012 (File No. 001-14536);
|
(2)
|
our Definitive Proxy Statement on Schedule 14A filed with the Commission on April 4, 2012 (File No. 001-14536), solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K/A for the year ended December 31, 2011;
|
(3)
|
our Current Reports on Form 8-K filed on January 31, 2012 (File No. 001-14536) and February 7, 2012 (Item 8.01 only) (File No. 001-14536);
|
(4)
|
the description of our common shares set forth in our registration statements filed under the Exchange Act on Form 8-A on October 4, 1993 (File No. 000-22530) and October 24, 1996 (File No. 001-14536), including any amendment or report for the purpose of updating such description;
|
(5)
|
the description of our 6.75% Series C Cumulative Redeemable Preferred Shares set forth in our registration statement filed under the Exchange Act on Form 8-A on May 2, 2003 (File No. 001-14536), including any amendment or report for the purpose of updating such description;
|
(6)
|
the description of our 6.50% Series D Cumulative Redeemable Preferred Shares set forth in our registration statement filed under the Exchange Act on Form 8-A on November 12, 2004 (File No. 001-14536), including any amendment or report for the purpose of updating such description; and
|
(7)
|
the description of our 7.25% Series E Cumulative Redeemable Preferred Shares set forth in our registration statement filed under the Exchange Act on Form 8-A on June 15, 2011 (File No. 001-14536), including any amendment or report for the purpose of updating such description.
|
ITEM 14.
|
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
|
ITEM 15.
|
INDEMNIFICATION OF OFFICERS AND DIRECTORS.
|
ITEM 16.
|
EXHIBITS.
|
Exhibit
Number
|
Description
|
|
1.1(1)
|
Form of Underwriting Agreement relating to common shares, preferred shares, depositary shares, debt securities and warrants of PartnerRe
|
|
1.2(1)
|
Form of Underwriting Agreement relating to debt securities issued by a Finance Subsidiary
|
|
1.3(1)
|
Form of Underwriting Agreement relating to preferred securities issued by a Capital Trust
|
|
1.4(1)
|
Form of Underwriting Agreement relating to share purchase contracts
|
|
1.5(1)
|
Form of Underwriting Agreement relating to share purchase units
|
|
1.6(1)
|
Form of Underwriting Agreement relating to units
|
|
4.1(2)
|
Amended Memorandum of Association of PartnerRe
|
Exhibit
Number
|
Description
|
|
4.2(7)
|
Amended and Restated Bye-Laws of PartnerRe
|
|
4.3(3)
|
Specimen Common Share Certificate
|
|
4.4(4)
|
Certificate of Designation, Preferences and Rights of 6.50% Series D Cumulative Redeemable Preferred Shares
|
|
4.5(4)
|
Specimen Share Certificate for the 6.50% Series D Cumulative Redeemable Preferred Shares
|
|
4.6(5)
|
Certificate of Designation, Preferences and Rights of 6.75% Series C Cumulative Redeemable Preferred Shares
|
|
4.7(5)
|
Specimen Share Certificate for the 6.75% Series C Cumulative Redeemable Preferred Shares
|
|
4.8(10)
|
Certificate of Designation, Preferences and Rights of 7.25% Series E Cumulative Redeemable Preferred Shares
|
|
4.9(10)
|
Specimen Share Certificate for the 7.25% Series E Cumulative Redeemable Preferred Shares
|
|
4.10(1)
|
Form of Deposit Agreement and Depositary Receipt
|
|
4.11(1)
|
Form of Warrant Agreement
|
|
4.12(1)
|
Form of Share Purchase Contract Agreement
|
|
4.13(1)
|
Form of Unit Agreement
|
|
4.15(6)
|
Certificate of Trust of PartnerRe Capital Trust II, dated as of December 11, 2001 and filed with the Delaware Secretary of State on December 11, 2001
|
|
4.16(6)
|
Certificate of Trust of PartnerRe Capital Trust III, dated as of December 11, 2001 and filed with the Delaware Secretary of State on December 11, 2001
|
|
4.17(6)
|
Trust Agreement of PartnerRe Capital Trust II, dated as of December 11, 2001
|
|
4.18(6)
|
Trust Agreement of PartnerRe Capital Trust III, dated as of December 11, 2001
|
|
4.19(8)
|
Certificate of Amendment to Certificate of Trust of PartnerRe Capital Trust II, dated as of March 27, 2009
|
|
4.20(8)
|
Certificate of Amendment to Certificate of Trust of PartnerRe Capital Trust III, dated as of March 27, 2009
|
|
4.21(8)
|
Amended and Restated Trust Agreement No. 1 of PartnerRe Capital Trust II, dated as of March 27, 2009
|
|
4.22(8)
|
Amended and Restated Trust Agreement No. 1 of PartnerRe Capital Trust III, dated as of March 27, 2009
|
|
4.23(8)
|
Form of Amended and Restated Trust Agreement of PartnerRe Capital Trust II
|
|
4.24(8)
|
Form of Amended and Restated Trust Agreement of PartnerRe Capital Trust III
|
|
4.28(6)
|
Certificate of Incorporation of PartnerRe Finance II Inc.
|
|
4.29(6)
|
By-Laws of PartnerRe Finance II Inc.
|
4.30(8)
|
Form of Senior Indenture between PartnerRe and The Bank of New York Mellon
|
|
4.31(8)
|
Form of Subordinated Indenture between PartnerRe and The Bank of New York Mellon
|
|
4.32(8)
|
Form of Senior Indenture between PartnerRe Finance II Inc., PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.33(8)
|
Form of Subordinated Indenture between PartnerRe Finance II Inc., PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.34(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance II Inc., PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.35(8)
|
Senior Indenture, dated May 27, 2008, between PartnerRe Finance A LLC, PartnerRe as guarantor, and The Bank of New York (now known as The Bank of New York Mellon)
|
|
4.36(8)
|
Form of Subordinated Indenture between PartnerRe Finance A LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.37(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance A LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.38(9)
|
Senior Indenture, dated March 15, 2010, between PartnerRe Finance B LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.39(8)
|
Form of Subordinated Indenture between PartnerRe Finance B LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.40(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance B LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.41(8)
|
Form of Senior Indenture between PartnerRe Finance C LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.42(8)
|
Form of Subordinated Indenture between PartnerRe Finance C LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
Exhibit
Number
|
Description
|
4.43(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance C LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.44(8)
|
Form of Preferred Securities Guarantee Agreement with respect to the preferred securities issued by Capital Trust II
|
|
4.45(8)
|
Form of Preferred Securities Guarantee Agreement with respect to the preferred securities issued by Capital Trust III
|
|
4.46(8)
|
Form of Senior Debt Securities Guarantee Agreement with respect to the senior debt securities issued by PartnerRe Finance II Inc.
|
|
4.47(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance II Inc.
|
|
4.48(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance II Inc.
|
|
4.49(8)
|
Senior Debt Securities Guarantee, dated May 27, 2008, between PartnerRe as guarantor and The Bank of New York (now known as The Bank of New York Mellon) with respect to the senior debt securities issued by PartnerRe Finance A LLC
|
|
4.50(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance A LLC
|
|
4.51(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance A LLC
|
|
4.52(9)
|
Senior Debt Securities Guarantee Agreement, dated March 15, 2010, between PartnerRe as guarantor and The Bank of New York Mellon with respect to the senior debt securities issued by PartnerRe Finance B LLC
|
|
4.53(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance B LLC
|
|
4.54(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance B LLC
|
|
4.55(8)
|
Form of Senior Debt Securities Guarantee Agreement with respect to the senior debt securities issued by PartnerRe Finance C LLC
|
4.56(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance C LLC
|
|
4.57(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance C LLC
|
|
5.1*
|
Opinion of Mr. Jean-Paul Dyer, corporate counsel of PartnerRe, as to the legality of the common shares and preferred shares
|
|
5.2*
|
Opinion of Davis Polk & Wardwell LLP as to the legality of the debt securities, guarantees of debt securities, warrants, depositary shares, preferred securities guarantees, share purchase contracts, share purchase units and units
|
|
5.3*
|
Opinion of Richards, Layton & Finger as to the legality of the trust preferred securities
|
|
12.1*
|
Statement Re: Computation of Ratios
|
|
23.1
|
Consent of Mr. Marc Wetherhill, corporate counsel of PartnerRe (included in Exhibit 5.1)
|
|
23.2
|
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2)
|
|
23.3
|
Consent of Richards, Layton & Finger (included in Exhibit 5.3)
|
|
23.4*
|
Consent of Deloitte & Touche Ltd.
|
|
24.1
|
Powers of Attorney (included on the signature page of this registration statement)
|
|
25.1*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture of PartnerRe
|
|
25.2*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe
|
25.3*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture of PartnerRe Finance II Inc.
|
|
25.4*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance II Inc.
|
25.5*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture, of PartnerRe Finance II Inc.
|
|
25.6*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture, dated May 27, 2008, of PartnerRe Finance A LLC
|
Exhibit
Number
|
Description
|
25.7*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance A LLC
|
|
25.8*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture of PartnerRe Finance A LLC
|
|
25.9*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture, dated March 15, 2010, of PartnerRe Finance B LLC
|
|
25.10*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance B LLC
|
|
25.11*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture of PartnerRe Finance B LLC
|
|
25.12*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture of PartnerRe Finance C LLC
|
|
25.13*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance C LLC
|
|
25.14*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture of PartnerRe Finance C LLC
|
|
25.15*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Property Trustee for the Amended and Restated Trust Agreement of PartnerRe Capital Trust II
|
|
25.16*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Property Trustee for the Amended and Restated Trust Agreement of PartnerRe Capital Trust III
|
|
25.17*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Preferred Securities Guarantee Trustee under the Preferred Securities Guarantee Agreement of PartnerRe for the benefit of the holders of Preferred Securities of PartnerRe Capital Trust II
|
|
25.18*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Preferred Securities Guarantee Trustee under the Preferred Securities Guarantee Agreement of PartnerRe for the benefit of the holders of Preferred Securities of PartnerRe Capital Trust III
|
|
25.19*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of senior debt securities of PartnerRe Finance II Inc.
|
|
25.20*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance II Inc.
|
|
25.21*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance II Inc.
|
|
25.22*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, dated May 27, 2008, for the benefit of the holders of senior debt securities of PartnerRe Finance A LLC
|
|
25.23*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance A LLC
|
|
25.24*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance A LLC
|
|
25.25*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, dated March 15, 2010, for the benefit of the holders of senior debt securities of PartnerRe Finance B LLC
|
Exhibit
Number
|
Description
|
25.26*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance B LLC
|
|
25.27*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance B LLC
|
|
25.28*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of senior debt securities of PartnerRe Finance C LLC
|
|
25.29*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance C LLC
|
|
25.30*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance C LLC
|
*
|
Filed herewith.
|
(1)
|
To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with an offering of securities.
|
(2)
|
Incorporated by reference to the Registration Statement on Form F-3 of PartnerRe (File No. 333-7094) as filed with the Commission on June 20, 1997.
|
(3)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 000-22530), as filed with the Commission on March 26, 1997.
|
(4)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on November 12, 2004 (File No. 001-14536).
|
(5)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on May 2, 2003 (File No. 001-14536).
|
(6)
|
Incorporated by reference to the Registration Statement on Form S-3 of PartnerRe, PartnerRe Finance II, PartnerRe Capital Trust II and PartnerRe Capital Trust III (File No. 333-75196) as filed with the Commission on December 14, 2001.
|
(7)
|
Previously filed with our Current Report on Form 8-K, as filed with the Commission on May 28, 2009 (File No. 001-14536).
|
(8)
|
Incorporated by reference to the Registration Statement on Form S-3 of PartnerRe, PartnerRe Finance A, PartnerRe Finance B, PartnerRe Finance C, PartnerRe Finance II, PartnerRe Capital Trust II and PartnerRe Capital Trust III (File No. 333-158531) as filed with the Commission on April 10, 2009.
|
(9)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on March 15, 2010 (File No. 001-14536).
|
(10)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on June 15, 2011 (File No. 001-14536).
|
ITEM 17.
|
UNDERTAKINGS.
|
(a)
|
The undersigned registrants hereby undertake:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement,
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
(A)
|
Each prospectus filed by the Registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for the purpose of determining liability of the Registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrants or used or referred to by the undersigned Registrants;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrants or its securities provided by or on behalf of the undersigned Registrants; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned Registrants to the purchaser.
|
(b)
|
The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrants pursuant to the provisions set forth or described in Item 15 of this registration statement, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
PARTNERRE LTD.
|
||||
By:
|
/s/ William Babcock
|
|||
Name: |
William Babcock
|
|||
Title: |
Executive Vice President and Chief Financial Officer
|
Signature
|
Title
|
Date
|
||
/s/ Constantinos Miranthis
|
President, Chief Executive Officer and Director
|
April 9, 2012
|
||
Constantinos Miranthis
|
(Principal Executive Officer)
|
|||
/s/ William Babcock
|
Executive Vice President and Chief Financial
|
April 9, 2012
|
||
William Babcock
|
Officer
(Principal Financial Officer)
|
|||
/s/ David Outtrim
|
Chief Accounting Officer
|
April 9, 2012
|
||
David Outtrim
|
(Principal Accounting Officer)
|
|||
/s/ Jean-Paul Montupet
|
Director
|
April 9, 2012
|
||
Jean-Paul Montupet
|
||||
/s/ Vito H. Baumgartner
|
Director
|
April 9, 2012
|
||
Vito H. Baumgartner
|
||||
/s/ Judith Hanratty
|
Director
|
April 9, 2012
|
||
Judith Hanratty
|
||||
/s/ Jan H. Holsboer
|
Director
|
April 9, 2012
|
||
Jan H. Holsboer
|
Signature
|
Title
|
Date
|
||
/s/ Roberto Mendoza
|
Director
|
April 9, 2012
|
||
Roberto Mendoza
|
||||
/s/ John A. Rollwagen
|
Director
|
April 9, 2012
|
||
John A. Rollwagen
|
||||
/s/ Rémy Sautter
|
Director
|
April 9, 2012
|
||
Rémy Sautter
|
||||
/s/ Lucio Stanca
|
Director
|
April 9, 2012
|
||
Lucio Stanca
|
||||
/s/ Kevin M. Twomey
|
Director
|
April 9, 2012
|
||
Kevin M. Twomey
|
||||
/s/ Jürgen Zech
|
Director
|
April 9, 2012
|
||
Jürgen Zech
|
||||
/s/ David Zweiner
|
Director
|
April 9, 2012
|
||
David Zweiner
|
||||
/s/ Theodore C. Walker
|
Authorized Representative in the United States
|
April 9, 2012
|
||
PartnerRe U.S. Corporation
By: Theodore C. Walker
President, Chief Executive Officer and Director
|
PARTNERRE FINANCE A LLC
|
||||
By:
|
/s/ Theodore C. Walker
|
|||
Name: |
Theodore C. Walker
|
|||
Title: |
Chairman, President, Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Theodore C. Walker
|
Chairman, President and Chief Executive Officer (Principal
|
|
Theodore C. Walker
|
Executive Officer)
|
|
/s/ John N. Adimari
|
Executive Vice President and Chief Operations Officer (Principal
|
|
John N. Adimari
|
Financial and Accounting Officer)
|
|
/s/ Thomas L. Forsyth
|
Executive Vice President, General Counsel and Corporate
|
|
Thomas L. Forsyth
|
Secretary
|
PARTNERRE FINANCE B LLC
|
||||
By:
|
/s/ Theodore C. Walker
|
|||
Name: |
Theodore C. Walker
|
|||
Title: |
Chairman, President, Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Theodore C. Walker
|
Chairman, President and Chief Executive Officer (Principal
|
|
Theodore C. Walker
|
Executive Officer)
|
|
/s/ John N. Adimari
|
Executive Vice President and Chief Operations Officer (Principal
|
|
John N. Adimari
|
Financial and Accounting Officer)
|
|
/s/ Thomas L. Forsyth
|
Executive Vice President, General Counsel and Corporate
|
|
Thomas L. Forsyth
|
Secretary
|
PARTNERRE FINANCE C LLC
|
||||
By:
|
/s/ Theodore C. Walker
|
|||
Name: |
Theodore C. Walker
|
|||
Title: |
Chairman, President, Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Theodore C. Walker
|
Chairman, President and Chief Executive Officer (Principal
|
|
Theodore C. Walker
|
Executive Officer)
|
|
/s/ John N. Adimari
|
Executive Vice President and Chief Operations Officer (Principal
|
|
John N. Adimari
|
Financial and Accounting Officer)
|
|
/s/ Thomas L. Forsyth
|
Executive Vice President, General Counsel and Corporate
|
|
Thomas L. Forsyth
|
Secretary
|
PARTNERRE FINANCE II INC.
|
||||
By:
|
/s/ Theodore C. Walker
|
|||
Name: |
Theodore C. Walker
|
|||
Title: |
Chairman, President and Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Theodore C. Walker
|
Chairman, President, Chief Executive Officer and Director
|
|
Theodore C. Walker
|
(Principal Executive Officer)
|
|
/s/ John N. Adimari
|
Executive Vice President, Chief Operations Officer, Chief Financial Officer and Director
|
|
John N. Adimari
|
(Principal Financial and Accounting Officer)
|
|
/s/ Thomas L. Forsyth
|
Executive Vice President, General Counsel, Corporate
|
|
Thomas L. Forsyth
|
Secretary and Director
|
PARTNERRE CAPITAL TRUST II
|
||||
By:
|
PartnerRe Finance II Inc., as Depositor
|
|||
By:
|
/s/ Theodore C. Walker
|
|||
Name: |
Theodore C. Walker
|
|||
Title: |
Chairman, President and Chief Executive Officer
|
PARTNERRE CAPITAL TRUST III
|
||||
By:
|
PartnerRe Finance II Inc., as Depositor
|
|||
By:
|
/s/ Theodore C. Walker
|
|||
Name: |
Theodore C. Walker
|
|||
Title: |
Chairman, President and Chief Executive Officer
|
Exhibit
Number
|
Description
|
|
1.1(1)
|
Form of Underwriting Agreement relating to common shares, preferred shares, depositary shares, debt securities and warrants of PartnerRe
|
|
1.2(1)
|
Form of Underwriting Agreement relating to debt securities issued by a Finance Subsidiary
|
|
1.3(1)
|
Form of Underwriting Agreement relating to preferred securities issued by a Capital Trust
|
|
1.4(1)
|
Form of Underwriting Agreement relating to share purchase contracts
|
|
1.5(1)
|
Form of Underwriting Agreement relating to share purchase units
|
|
1.6(1)
|
Form of Underwriting Agreement relating to units
|
|
4.1(2)
|
Amended Memorandum of Association of PartnerRe
|
|
4.2(7)
|
Amended and Restated Bye-Laws of PartnerRe
|
|
4.3(3)
|
Specimen Common Share Certificate
|
|
4.4(4)
|
Certificate of Designation, Preferences and Rights of 6.50% Series D Cumulative Redeemable Preferred Shares
|
|
4.5(4)
|
Specimen Share Certificate for the 6.50% Series D Cumulative Redeemable Preferred Shares
|
|
4.6(5)
|
Certificate of Designation, Preferences and Rights of 6.75% Series C Cumulative Redeemable Preferred Shares
|
|
4.7(5)
|
Specimen Share Certificate for the 6.75% Series C Cumulative Redeemable Preferred Shares
|
|
4.8(10)
|
Certificate of Designation, Preferences and Rights of 7.25% Series E Cumulative Redeemable Preferred Shares
|
|
4.9(10)
|
Specimen Share Certificate for the 7.25% Series E Cumulative Redeemable Preferred Shares
|
|
4.10(1)
|
Form of Deposit Agreement and Depositary Receipt
|
|
4.11(1)
|
Form of Warrant Agreement
|
|
4.12(1)
|
Form of Share Purchase Contract Agreement
|
|
4.13(1)
|
Form of Unit Agreement
|
|
4.15(6)
|
Certificate of Trust of PartnerRe Capital Trust II, dated as of December 11, 2001 and filed with the Delaware Secretary of State on December 11, 2001
|
|
4.16(6)
|
Certificate of Trust of PartnerRe Capital Trust III, dated as of December 11, 2001 and filed with the Delaware Secretary of State on December 11, 2001
|
|
4.17(6)
|
Trust Agreement of PartnerRe Capital Trust II, dated as of December 11, 2001
|
|
4.18(6)
|
Trust Agreement of PartnerRe Capital Trust III, dated as of December 11, 2001
|
|
4.19(8)
|
Certificate of Amendment to Certificate of Trust of PartnerRe Capital Trust II, dated as of March 27, 2009
|
|
4.20(8)
|
Certificate of Amendment to Certificate of Trust of PartnerRe Capital Trust III, dated as of March 27, 2009
|
|
4.21(8)
|
Amended and Restated Trust Agreement No. 1 of PartnerRe Capital Trust II, dated as of March 27, 2009
|
|
4.22(8)
|
Amended and Restated Trust Agreement No. 1 of PartnerRe Capital Trust III, dated as of March 27, 2009
|
|
4.23(8)
|
Form of Amended and Restated Trust Agreement of PartnerRe Capital Trust II
|
|
4.24(8)
|
Form of Amended and Restated Trust Agreement of PartnerRe Capital Trust III
|
|
4.28(6)
|
Certificate of Incorporation of PartnerRe Finance II Inc.
|
|
4.29(6)
|
By-Laws of PartnerRe Finance II Inc.
|
4.30(8)
|
Form of Senior Indenture between PartnerRe and The Bank of New York Mellon
|
|
4.31(8)
|
Form of Subordinated Indenture between PartnerRe and The Bank of New York Mellon
|
|
4.32(8)
|
Form of Senior Indenture between PartnerRe Finance II Inc., PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.33(8)
|
Form of Subordinated Indenture between PartnerRe Finance II Inc., PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.34(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance II Inc., PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.35(8)
|
Senior Indenture, dated May 27, 2008, between PartnerRe Finance A LLC, PartnerRe as guarantor, and The Bank of New York (now known as The Bank of New York Mellon)
|
|
4.36(8)
|
Form of Subordinated Indenture between PartnerRe Finance A LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.37(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance A LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
Exhibit
Number
|
Description
|
4.38(9)
|
Senior Indenture, dated March 15, 2010, between PartnerRe Finance B LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.39(8)
|
Form of Subordinated Indenture between PartnerRe Finance B LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.40(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance B LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.41(8)
|
Form of Senior Indenture between PartnerRe Finance C LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.42(8)
|
Form of Subordinated Indenture between PartnerRe Finance C LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.43(8)
|
Form of Junior Subordinated Indenture between PartnerRe Finance C LLC, PartnerRe as guarantor, and The Bank of New York Mellon
|
|
4.44(8)
|
Form of Preferred Securities Guarantee Agreement with respect to the preferred securities issued by Capital Trust II
|
|
4.45(8)
|
Form of Preferred Securities Guarantee Agreement with respect to the preferred securities issued by Capital Trust III
|
|
4.46(8)
|
Form of Senior Debt Securities Guarantee Agreement with respect to the senior debt securities issued by PartnerRe Finance II Inc.
|
|
4.47(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance II Inc.
|
|
4.48(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance II Inc.
|
|
4.49(8)
|
Senior Debt Securities Guarantee, dated May 27, 2008, between PartnerRe as guarantor and The Bank of New York (now known as The Bank of New York Mellon) with respect to the senior debt securities issued by PartnerRe Finance A LLC
|
|
4.50(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance A LLC
|
|
4.51(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance A LLC
|
|
4.52(9)
|
Senior Debt Securities Guarantee Agreement, dated March 15, 2010, between PartnerRe as guarantor and The Bank of New York Mellon with respect to the senior debt securities issued by PartnerRe Finance B LLC
|
|
4.53(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance B LLC
|
|
4.54(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance B LLC
|
|
4.55(8)
|
Form of Senior Debt Securities Guarantee Agreement with respect to the senior debt securities issued by PartnerRe Finance C LLC
|
4.56(8)
|
Form of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities issued by PartnerRe Finance C LLC
|
|
4.57(8)
|
Form of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities issued by PartnerRe Finance C LLC
|
|
5.1*
|
Opinion of Mr. Jean-Paul Dyer, corporate counsel of PartnerRe, as to the legality of the common shares and preferred shares
|
|
5.2*
|
Opinion of Davis Polk & Wardwell LLP as to the legality of the debt securities, guarantees of debt securities, warrants, depositary shares, preferred securities guarantees, share purchase contracts, share purchase units and units
|
|
5.3*
|
Opinion of Richards, Layton & Finger as to the legality of the trust preferred securities
|
|
12.1*
|
Statement Re: Computation of Ratios
|
|
23.1
|
Consent of Mr. Marc Wetherhill, corporate counsel of PartnerRe (included in Exhibit 5.1)
|
|
23.2
|
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2)
|
|
23.3
|
Consent of Richards, Layton & Finger (included in Exhibit 5.3)
|
|
23.4*
|
Consent of Deloitte & Touche Ltd.
|
|
24.1
|
Powers of Attorney (included on the signature page of this registration statement)
|
|
25.1*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture of PartnerRe
|
Exhibit
Number
|
Description
|
25.2*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe
|
25.3*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture of PartnerRe Finance II Inc.
|
|
25.4*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance II Inc.
|
25.5*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture, of PartnerRe Finance II Inc.
|
|
25.6*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture, dated May 27, 2008, of PartnerRe Finance A LLC
|
|
25.7*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance A LLC
|
|
25.8*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture of PartnerRe Finance A LLC
|
|
25.9*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture, dated March 15, 2010, of PartnerRe Finance B LLC
|
|
25.10*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance B LLC
|
|
25.11*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture of PartnerRe Finance B LLC
|
|
25.12*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Senior Indenture of PartnerRe Finance C LLC
|
|
25.13*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Subordinated Indenture of PartnerRe Finance C LLC
|
|
25.14*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as trustee for the Junior Subordinated Indenture of PartnerRe Finance C LLC
|
|
25.15*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Property Trustee for the Amended and Restated Trust Agreement of PartnerRe Capital Trust II
|
|
25.16*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Property Trustee for the Amended and Restated Trust Agreement of PartnerRe Capital Trust III
|
|
25.17*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Preferred Securities Guarantee Trustee under the Preferred Securities Guarantee Agreement of PartnerRe for the benefit of the holders of Preferred Securities of PartnerRe Capital Trust II
|
|
25.18*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Preferred Securities Guarantee Trustee under the Preferred Securities Guarantee Agreement of PartnerRe for the benefit of the holders of Preferred Securities of PartnerRe Capital Trust III
|
|
25.19*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of senior debt securities of PartnerRe Finance II Inc.
|
|
25.20*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance II Inc.
|
|
25.21*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance II Inc.
|
|
25.22*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, dated May 27, 2008, for the benefit of the holders of senior debt securities of PartnerRe Finance A LLC
|
|
25.23*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance A LLC
|
|
25.24*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance A LLC
|
Exhibit
Number
|
Description
|
25.25*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, dated March 15, 2010, for the benefit of the holders of senior debt securities of PartnerRe Finance B LLC
|
|
25.26*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance B LLC
|
|
25.27*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance B LLC
|
|
25.28*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Senior Debt Securities Guarantee Trustee under the Senior Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of senior debt securities of PartnerRe Finance C LLC
|
|
25.29*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Subordinated Debt Securities Guarantee Trustee under the Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of subordinated debt securities of PartnerRe Finance C LLC
|
|
25.30*
|
Statement of Eligibility of The Bank of New York Mellon on Form T-1, as Junior Subordinated Debt Securities Guarantee Trustee under the Junior Subordinated Debt Securities Guarantee Agreement of PartnerRe, for the benefit of the holders of junior subordinated debt securities of PartnerRe Finance C LLC
|
*
|
Filed herewith.
|
(1)
|
To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with an offering of securities.
|
(2)
|
Incorporated by reference to the Registration Statement on Form F-3 of PartnerRe (File No. 333-7094) as filed with the Commission on June 20, 1997.
|
(3)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 000-22530), as filed with the Commission on March 26, 1997.
|
(4)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on November 12, 2004 (File No. 001-14536).
|
(5)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on May 2, 2003 (File No. 001-14536).
|
(6)
|
Incorporated by reference to the Registration Statement on Form S-3 of PartnerRe, PartnerRe Finance II, PartnerRe Capital Trust II and PartnerRe Capital Trust III (File No. 333-75196) as filed with the Commission on December 14, 2001.
|
(7)
|
Previously filed with our Current Report on Form 8-K, as filed with the Commission on May 28, 2009 (File No. 001-14536).
|
(8)
|
Incorporated by reference to the Registration Statement on Form S-3 of PartnerRe, PartnerRe Finance A, PartnerRe Finance B, PartnerRe Finance C, PartnerRe Finance II, PartnerRe Capital Trust II and PartnerRe Capital Trust III (File No. 333-158531) as filed with the Commission on April 10, 2009.
|
(9)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on March 15, 2010 (File No. 001-14536).
|
(10)
|
Incorporated by reference to our Current Report on Form 8-K, as filed with the Commission on June 15, 2011 (File No. 001-14536).
|
Yours faithfully
|
/s/ Jean-Paul Dyer
|
Jean-Paul Dyer
|
New York
Menlo Park
Washington DC
São Paulo
London
|
Paris
Madrid
Tokyo
Beijing
Hong Kong
|
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
|
212 450 4000 tel
212 701 5800 fax
|
|
Re:
|
PartnerRe Capital Trusts II and III
|
(a)
|
The Trust Agreement for each of the Trusts, each dated as of December 11, 2001, by and between PartnerRe Finance II Inc., a Delaware corporation, as depositor (the “Depositor”) and the trustees named therein, each as amended and restated by an Amended and Restated Trust Agreement No. 1, each dated as of March 27, 2009 (as so amended, the “Original Trust Agreements”);
|
(b)
|
A certified copy of the Certificate of Trust for each of the Trusts, each as filed with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 11, 2001, each as amended by a Certificate of Amendment to Certificate of Trust, each as filed on March 27, 2009 with the Secretary of State (as so amended, the “Certificates of Trust”);
|
(c)
|
The Registration Statement on Form S-3 (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to, among other securities, the Preferred Securities of each Trust representing preferred undivided beneficial ownership interests in the assets of each Trust, filed by the Depositor and the Trusts with the Securities and Exchange Commission (the “Commission”) on or about April 9, 2012
|
(d)
|
A form of Amended and Restated Trust Agreement for each Trust filed as an exhibit to the Registration Statement (collectively, the “Trust Agreements”), among the depositor named therein, the trustees named therein and the holders, from time to time, of the undivided beneficial ownership interests in the assets of such Trust, which, when executed and delivered, will amend and restate the applicable Original Trust Agreement; and
|
(e)
|
A Certificate of Good Standing for each Trust, each dated April 9, 2012, obtained from the Secretary of State.
|
Very truly yours, | |
/s/ Richards, Layton & Finger, P.A.
|
Statement Re: Computation of Ratios | Exhibit 12.1 |
In thousands of U.S. dollars except ratios
|
For the year ended December 31,
|
|||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
Earnings - excluding undistributed equity investments
|
$ | (513,919 | ) | $ | 839,955 | $ | 1,525,601 | $ | 52,140 | $ | 800,780 | |||||||||
Add:
|
||||||||||||||||||||
Income taxes
|
68,972 | 128,784 | 262,090 | 9,705 | 81,748 | |||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense, net of applicable taxes
|
48,949 | 44,413 | 19,767 | 38,756 | 48,243 | |||||||||||||||
Interest credited to life policyholders (1)
|
11,030 | 8,665 | 7,610 | 8,983 | 8,073 | |||||||||||||||
Interest credited to retrocessionnaires on funds held on reinsurance treaties
|
108 | 962 | 1,132 | 284 | 1,435 | |||||||||||||||
One third of rental payments
|
12,216 | 11,636 | 9,103 | 8,051 | 7,593 | |||||||||||||||
(Loss) Earnings before income taxes and fixed charges
|
$ | (372,644 | ) | $ | 1,034,415 | $ | 1,825,303 | $ | 117,919 | $ | 947,872 | |||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense, net of applicable taxes
|
$ | 48,949 | $ | 44,413 | $ | 19,767 | $ | 38,756 | $ | 48,243 | ||||||||||
Interest credited to life policyholders (1)
|
11,030 | 8,665 | 7,610 | 8,983 | 8,073 | |||||||||||||||
Interest credited to retrocessionnaires on funds held on reinsurance treaties
|
108 | 962 | 1,132 | 284 | 1,435 | |||||||||||||||
One third of rental payments
|
12,216 | 11,636 | 9,103 | 8,051 | 7,593 | |||||||||||||||
Total fixed charges and preference share dividends
|
$ | 72,303 | $ | 65,676 | $ | 37,611 | $ | 56,074 | $ | 65,344 | ||||||||||
Preference share dividends (2)
|
47,020 | 34,525 | 34,525 | 34,525 | 34,525 | |||||||||||||||
Total fixed charges
|
$ | 119,323 | $ | 100,201 | $ | 72,136 | $ | 90,599 | $ | 99,869 | ||||||||||
Ratio of earnings to fixed charges
|
NM
|
(3) | 15.75 | x | 48.53 | x | 2.10 | x | 14.51 | x | ||||||||||
Deficiency of earnings to fixed charges (4)
|
$ | 444,947 | N/A | N/A | N/A | N/A | ||||||||||||||
Ratio of earnings to combined fixed charges and preference share dividends
|
NM
|
(3) | 10.32 | x | 25.30 | x | 1.30 | x | 9.49 | x | ||||||||||
Deficiency of earnings to combined fixed charges and preference share dividends (4)
|
$ | 491,967 | N/A | N/A | N/A | N/A |
(1)
|
Represents interest credited to policyholders on certain life reinsurance treaties for which PartnerRe earns compensating interest income.
|
(2)
|
Dividends have not been tax effected because they are presumed to be paid out of a Bermuda entity whose tax rate is zero.
|
(3)
|
NM: Not meaningful. The ratio for the year ended December 31, 2011 above is not meaningful due to the net loss reported for this period which was impacted by large catastrophic losses, including the Japan earthquake and resulting tsunami, the February and June New Zealand earthquakes, the floods in Thailand, the U.S. tornadoes, the floods in Queensland, Australia and aggregate contracts covering losses in Australia and New Zealand. Further information regarding the impact of these catastrophic losses on our financial results can be found in the documents incorporated by reference in the registration statement with which this exhibit is filed.
|
(4)
|
Represents additional earnings that would be necessary to result in a one-to-one ratio.
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
02-0540831
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
02-0540831
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
02-0540831
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
80-0185658
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
80-0185658
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
80-0185658
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
41-6551055
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, Connecticut
(Address of principal executive offices)
|
06830-6352
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
|
One Wall Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices)
|
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of Banks of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
4.
|
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
|
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON
|
|||
|
By:
|
/s/ Eva L.Waite | |
Name: Eva L.Waite | |||
Title: Associate | |||
ASSETS
|
Dollar Amounts In Thousands
|
|
Cash and balances due from depository institutions:
|
||
Noninterest-bearing balances and currency and coin
|
3,285,000
|
|
Interest-bearing balances
|
118,033,000
|
|
Securities:
|
||
Held-to-maturity securities
|
3,521,000
|
|
Available-for-sale securities
|
74,417,000
|
|
Federal funds sold and securities purchased under agreements to resell:
|
||
Federal funds sold in domestic offices
|
23,000
|
|
Securities purchased under agreements to resell
|
603,000
|
|
Loans and lease financing receivables:
|
||
Loans and leases held for sale
|
10,000
|
|
Loans and leases, net of unearned income
|
27,101,000
|
|
LESS: Allowance for loan and lease losses
|
374,000
|
|
Loans and leases, net of unearned income and allowance
|
26,727,000
|
|
Trading assets
|
5,841,000
|
|
Premises and fixed assets (including capitalized leases)
|
1,208,000
|
|
Other real estate owned
|
12,000
|
|
Investments in unconsolidated subsidiaries and associated companies
|
988,000
|
|
Direct and indirect investments in real estate ventures
|
0
|
|
Intangible assets:
|
||
Goodwill
|
6,415,000
|
|
Other intangible assets
|
1,615,000
|
|
Other assets
|
13,507,000
|
|
Total assets
|
256,205,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,980,000
|
Noninterest-bearing
|
91,500,000
|
Interest-bearing
|
36,480,000
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs
|
85,660,000
|
Noninterest-bearing
|
2,710,000
|
Interest-bearing
|
82,950,000
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|
Federal funds purchased in domestic offices.
|
2,166,000
|
Securities sold under agreements to repurchase
|
1,010,000
|
Trading liabilities
|
7,283,000
|
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
|
1,877,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
3,505,000
|
Other liabilities
|
8,465,000
|
Total liabilities
|
237,946,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to preferred stock)
|
9,607,000
|
Retained earnings
|
8,450,000
|
Accumulated other comprehensive income
|
-1,283,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
17,909,000
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
350,000
|
Total equity capital
|
18,259,000
|
Total liabilities and equity capital
|
256,205,000
|
Thomas P. Gibbons,
Chief Financial Officer
|
Gerald L. Hassell
Catherine A. Rein
John P. Surma
|
![]() |
Directors
|