Document/Exhibit Description Pages Size
1: S-2 Registration of Securities 60 352K
2: EX-4.3 Instrument Defining the Rights of Security Holders 75 290K
3: EX-5.1 Opinion re: Legality 1 6K
4: EX-12.1 Exhibit 12.1 (Pager) 1 7K
5: EX-25.1 Statement re: Eligibility of Trustee 16 64K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
FIRST INTERSTATE BANK OF CALIFORNIA
(Exact name of trustee as specified in its charter)
California 95-0593085
(Jurisdiction of Incorporation (I.R.S. Employer
or organization Identification No.)
if not a U.S. national bank)
707 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90017
(Address of principal executive offices) (Zip Code)
William Souza, First Interstate Bancorp General Counsel
633 West Fifth Street, Los Angeles, California 90071 (213) 614-3337
(Name address and telephone number of agent for service)
CERTIFIED GROCERS OF CALIFORNIA, LTD.
(Exact name of obligor as specified in its charter)
CALIFORNIA 95-0615250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2601 S. EASTERN AVENUE, LOS ANGELES, CA 90040
(Address of principal executive offices) (Zip Code)
$3,000,000 SUBORDINATED PATRONAGE CERTIFICATES
DUE DECEMBER 15, 2002
(Title of the indenture securities)
EXHIBIT 25.1
FORM T-1
ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
STATE BANKING DEPARTMENT
235 Montgomery Street, San Francisco, California 94104
FEDERAL RESERVE BANK OF SAN FRANCISCO
101 Market Street, San Francisco, California 94105
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust
powers.
Trustee is authorized to exercise corporate trust
powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.
No such affiliation.
ITEM 3 THROUGH ITEM 15. Not applicable.
ITEM 16. LIST OF EXHIBITS.
*EXHIBIT 1. A copy of the Restated Articles of Incorporation of
the Trustee as presently in effect (incorporated by reference to Exhibit
T-1A on Form T-1, Securities and Exchange Commission File No. 2-91947).
*EXHIBIT 2. A copy of the certificate of the Superintendent of
Banks, State of California, authorizing First Interstate bank of
California to commence business of banking (incorporated by reference to
Exhibit T-1a(b) on Form T-1, Securities and Exchange Commission File No.
2-41187).
*EXHIBIT 3. A copy of the certificate of the Superintendent of
Banks, State of California, authorizing First Interstate Bank of
California to transact trust banking business (incorporated by reference
to Exhibit T-1A(b) on Form T-1, Securities and Exchange Commission File
No. 2-41187).
-1-
A copy of the Certificate as to Merger of First Western Bank and Trust
Company, San Francisco, California, into California Bank, Los Angeles,
California (United California Bank after said Merger), and as to Purchase by
First Western Bank and Trust Company, Los Angeles, California (New Bank) from
said United California Bank of the Business of Certain Branches of the Former
First Western Bank and Trust Company, San Francisco, California (incorporated
by reference to Exhibit T-1A(c) on Form T-1, Securities and Exchange
Commission File No. 2-41187).
EXHIBIT 4. The By-Laws of the Trustee as presently in effect.
*EXHIBIT 6. The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939 (incorporated by reference to Exhibit 6 on
Form T-1, Securities and Exchange Commission File No. 2-41187).
EXHIBIT 7. A copy of the latest report of condition of the
Trustee published pursuant to law or the requirements of its supervising or
examining authority.
* Exhibits thus designated are incorporated herein by
reference. These exhibits were previously filed by the Trustee with the
Securities and Exchange Commission and are incorporated with the same
respective designations in this statement by specific reference thereto.
-2-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
First Interstate Bank of California, a corporation organized and existing under
the laws of the state of California, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Los Angeles, State of California, on October 12,
1995.
FIRST INTERSTATE BANK OF CALIFORNIA
By: /s/ Carl Boyd
Carl Boyd
Assistant Vice President
-3-
EXHIBIT 4
B Y - L A W S
OF
FIRST INTERSTATE BANK OF CALIFORNIA
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. SHAREHOLDERS' ANNUAL MEETING: Annual meetings of Shareholders shall
be held at the First Interstate World Center, 633 West Fifth Street, Los
Angeles, California, or at such other California location as the shareholders or
this Board shall direct. Annual meetings shall take place at one-fifteen on the
third Monday in April of each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday.
SECTION 2. NOTICE OF SHAREHOLDERS' ANNUAL MEETING: The notice of the annual
meeting of the Shareholders shall be given by the Secretary, or in the event of
his absence, refusal or failure to act, by an Assistant Secretary, or a
Secretary Pro Tem appointed for that purpose by the Chairman of the Board, the
President, or by any Vice President, or by the Executive Committee. Said notice
shall be given in the manner and for the time required by law.
SECTION 3. SPECIAL SHAREHOLDERS' MEETINGS: Special meetings of the shareholders
shall be held at the principal executive office of the Corporation and may be
called by order of the Chairman of the Board, the President, or by the Board of
Directors, or at the request of the holders at the meeting which represent not
less than one-tenth in amount of the shares of the capital stock of the
Corporation issued and outstanding. Notice of special meetings of the
shareholders shall be given by the Secretary, or in the case of his absence,
refusal, or failure to act, by an Assistant Secretary, or Secretary Pro Tem
appointed for that purpose by the Chairman of the Board, the President, or by
any Vice President, or by the Executive Committee; such notice shall be given by
mailing through the United States mails, postage prepaid, a written or printed
notice thereof stating the time, place and general nature of the business to be
transacted at the meeting, addressed to each shareholder of record entitled to
vote at such meeting at the address of such shareholder appearing on the books
of the Corporation, or given by the shareholder to the Corporation for the
purpose of notice, or if no such address appears or is given, at the place where
the principal executive office of the Corporation is located. Said notice shall
be mailed by placing the same in any regular place of deposit for United States
mail not less than ten (10) nor more than sixty (60) days before the day on
which the meeting is to be held.
SECTION 4. ADJOURNMENT OF SHAREHOLDERS' MEETINGS: Any meeting of the
shareholders may be adjourned from time to time by the vote of a majority of the
shares, the Sholders of which are either present in person or represented by
proxy.
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ARTICLE II
MEETINGS OF DIRECTORS
SECTION 1. ANNUAL MEETING: The Board of Directors shall meet for the purpose
of organization, the election of officers, and the transaction of other
business, immediately after each annual election of directors on the same day on
which the shareholders' meeting at which they have been elected has been held.
Notice of such meeting need not be given.
SECTION 2. REGULAR MEETINGS OF DIRECTORS: The regular meetings of the Board
shall be held at least once each calendar quarter at such hour and on such day
during such month as shall from time to time be fixed by standing resolution of
the Board, except during the month of April when the annual meeting shall
constitute the regular meeting and shall be held immediately after the annual
election of directors. In the event that the day fixed for a regular meeting of
directors shall fall on a legal holiday, then such regular meeting shall be held
at the same hour upon such day as the Board of Directors may previously
designate by resolution, and if no such day be designated, the said meeting
shall be held on the next succeeding day not a holiday. No notice of regular
meetings of directors is required.
SECTION 3. SPECIAL MEETINGS OF THE DIRECTORS: Special meetings of the Board may
be called by the Chairman of the Board, the President, the Secretary or any two
(2) directors. Notice of special meetings of the Board shall state the time and
place of the meeting but need not state the purpose thereof. Such notice may be
in writing and shall be sufficient if given by United States mail, telegraph,
personal service or by telephone; if by mail then the notice shall be deposited,
postage prepaid, in any regular place of deposit for United States mail in the
City of Los Angeles at least four (4) days before the time of the meeting,
addressed to the director at his last post office address as known to the
officer giving the notice; if by telegraph then the telegram containing the
notice shall be delivered to a telegraph office in the City of Los Angeles,
transmission charges prepaid, at least twenty-four (24) hours before the time of
the meeting, addressed to the director at his last post office address as known
to the officer giving the notice; if by personal service or by telephonic means
at least twenty-four (24) hours before the time of the meeting. A record of
such notice, by whom given and the manner in which given shall be entered upon
the minutes of any special meeting of the Board, and the said minutes on being
read and approved at any subsequent meeting of the Board shall be presumptive
upon the question of service. The attendance of any director at any meeting of
the Board, without protest of lack of notice to him, either prior to or at the
commencement of the meeting shall constitute a waiver of any such notice. A
director may execute a waiver of notice of any meeting of the Board either
before or after such meeting.
SECTION 4. PLACE AND TIME OF MEETINGS OF DIRECTORS: Regular meetings of the
Board shall be held without call or notice at such time and place as shall from
time to time be fixed by standing resolution of the Board. Special meetings of
the Board shall be held at the time and place stated in the notice of such
meeting.
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SECTION 5. ACTION WITHOUT MEETING: Any action by the Board may be taken
without a meeting if all members of the Board shall individually or collectively
consent in writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board.
SECTION 6. TELEPHONIC MEETINGS: A meeting of the Board of Directors or of any
Committee thereof may be held through the use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in such a meeting shall constitute presence
at such meeting.
ARTICLE III
DIRECTORS
SECTION 1. Wherever in these By-Laws the term "BOARD" is used, the same is
intended to designate the Board of Directors of the Corporation. Subject to
limitations of the Articles of Incorporation, of these By-Laws, of the
California General Corporation Law, and of the California Financial Code as to
action to be authorized or approved by the shareholders, and subject to the
duties of Directors as prescribed by these By-Laws, all corporate powers shall
be exercised by or subject to the direction of, and business and affairs of the
Corporation shall be managed by or under the direction of, the Board. Without
prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the Board shall have the following powers:
a. To control the election, the appointment, the authority,
responsibility and the qualifications of all persons in charge of
the business and the affairs of the Corporation.
b. To cause to be kept a record of all their meetings and proceedings and
of all the meetings of the shareholders, and to cause to be
presented at the annual meeting of the shareholders a statement
showing the assets and liabilities of the Corporation.
c. To require from the officers and from other persons in charge of the
business and affairs of the Corporation respectively, such bond or
security as it may see fit for the faithful performance of their
duties.
d. To appoint such committees and members thereof as it may deem proper
and to define the powers and duties of such committees, and to
determine their compensation.
e. Make any distribution to its shareholders at a rate or in a periodic
amount or within a price range as it may deem proper and in a
manner provided by law.
f. To cause to be issued to the shareholders, in proportion to their
several interests, certificates of stock not to exceed in the
aggregate the authorized capital.
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g. To fix by general and uniform resolution or resolutions the
compensation of each director for serving as director and to make
such changes therein from time to time as it may deem proper.
SECTION 2. The authorized number of Directors of this Corporation shall not be
less than eight (8) nor more than fifteen (15). The exact number of Directors
shall be fixed, within these limits, by approval of the Board of Directors or
the Shareholders, within the limits and in the manner prescribed by law.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER AND TITLES: The Corporation shall have (a) a Chairman of the
Board, (b) a President, and (c) a Secretary. The Corporation may also have one
or more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Cashiers, one or more Assistant Secretaries, a
General Counsel, one or more Assistant General Counsel, one or more Managing
Counsel, one or more Senior Counsel, one or more Counsel, one of more Assistant
Counsel, two or more Trust Officers of whom one or more may be designated Senior
Trust Officer, a General Auditor, one or more Audit Officers, a Chief Financial
Officer, a Comptroller, one or more Financial Analysis Officers, one or more
Accounting Officers, one or more Managers, one or more Assistant Managers, one
or more Operations Officers, one or more Corporate Banking Officers, one or more
Banking Officers, and one or more International Banking Officers.
There may also be such other officers as may from time to time be designated by
resolution of the Board of Directors.
SECTION 2. APPOINTMENT AND TERM OF OFFICE: The Chairman of the Board, the
President, the Vice Chairmen, the Executive Vice Presidents, the Senior Vice
Presidents, the Secretary, the General Counsel, the Assistant General Counsel,
the Senior Trust Officers, the General Auditor, the Chief Financial Officer and
the Comptroller shall be chosen by the Board at the first meeting after the
election of the Board and shall hold office at the pleasure of the Board. The
Board may also appoint such officers from time to time at any regular or special
meeting of the Board. All other officers designated by resolution of the Board
as provided in Section 1, may be appointed by the Chairman of the Board or the
President. All persons authorized to sign on behalf of the Corporation, other
than officers, may be appointed by the Chairman of the Board, or the President.
SECTION 3. CHAIRMAN OF THE BOARD: The Chairman of the Board shall preside at
all meetings of the shareholders and all meetings of the Board and of the
Executive Committee. He shall be the chief executive officer of the Corporation
with general executive supervision of its business and affairs. He shall act as
Chairman of all committees of which he is a member, except as may be provided in
the resolution or order appointing such committee or committees.
In the absence or disability of the Chairman of the Board, the following
officers in the following order shall act in his stead: the President, an
officer
4
designated by the Chairman of the Board, an officer designated by the Board of
Directors or Executive Committee. In the absence or disability of the Chairman
of the Board, the President, and all officers so designated, if any, the Board
of Directors shall elect a temporary Chairman of the Board to act during such
absence or disability of said officers. The Chairman of the Board shall at all
times have on file with the Secretary his written designation of the officer
from time to time so designated by him to act as the chief executive officer in
his absence or disability and in the absence or disability of the President.
SECTION 4. PRESIDENT: The President shall have such powers and duties as may
be prescribed by these By-Laws, the Board, the Executive Committee or the
Chairman of the Board. Subject to the authority of the Chairman of the Board,
the President shall have general executive supervision of the business and
affairs of the Corporation and shall be senior in authority to all officers
other than the Chairman of the Board. In the absence or disability of the
Chairman of the Board, the President shall exercise the powers and perform the
duties of the Chairman of the Board.
SECTION 5. VICE CHAIRMEN: The Vice Chairmen shall perform the duties imposed
upon them by the By-Laws, the Board of Directors, the Executive Committee, the
Chairman of the Board or the President.
SECTION 6. EXECUTIVE VICE PRESIDENTS: The Executive Vice Presidents shall
perform the duties imposed upon them by the By-Laws, the Board, the Executive
Committee, the Chairman of the Board or the President.
SECTION 7. SENIOR VICE PRESIDENTS: The Senior Vice Presidents shall perform
the duties imposed upon them by the By-Laws, the Board, the Executive Committee,
the Chairman of the Board or the President.
SECTION 8. SECRETARY: The Secretary shall keep full and complete minutes of
each meeting of the Board, of the Executive Committee and of the shareholders
and give notice, as required, of all such meetings. He shall maintain custody
of and keep such other records of the Corporation as are required by the Board
and, generally, perform all duties which pertain to his office and which are
required by the Board.
SECTION 9. GENERAL AUDITOR: The General Auditor shall be responsible to the
Board, through the Audit Committee, for the systems of internal audit and for
testing and evaluating the systems of protective controls. The office of the
General Auditor shall make such examinations and reports as the General Auditor
deems advisable or as may be required by the Audit Committee. The General
Auditor shall have the duty to report to the Chairman of the Board on all
matters concerning which the General Auditor deems advisable or which the
Chairman of the Board may request and shall perform such other duties as the
Chairman of the Board may prescribe. Additionally, the General Auditor shall
have the duty of reporting independently of all officers of the Corporation to
the Audit Committee at least quarterly on all matters concerning which the
General Auditor deems advisable or which the Audit Committee may request.
5
SECTION 10. CHIEF FINANCIAL OFFICER: The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct accounts
of the properties and business transactions of the Corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus and shares. He shall be responsible for all the money, funds
and valuables belonging to the Corporation. He shall deposit all money and
other valuables in the name of and to the credit of the Corporation with such
depositories as are authorized by law. He shall render to the Chairman of the
Board, the President and Board, whenever they request it, an account of all of
his transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall have such other powers and perform such other duties
as are prescribed by the Board, the Executive Committee, the By-Laws, the
Chairman of the Board or the President.
SECTION 11. OTHER OFFICERS: Each other officer shall have such authority and
perform such duties as are prescribed by the By-Laws, the Board, the Executive
Committee, the Chairman of the Board or the President.
ARTICLE V
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. EXECUTIVE COMMITTEE: There shall be an Executive Committee
consisting of the Chairman of the Board, the President and at least three
non-officer directors to be appointed for respective terms to be fixed by the
Board. A majority of the members of the Committee shall constitute a quorum for
the transaction of business. The Board may from time to time appoint an
additional director or directors as an alternate member or members of the
Committee to serve only at a meeting if there otherwise may not be a quorum
present at such meeting. The alternate member or members so appointed shall act
in the place and stead of any regular member or members who may be absent from
such meeting. The Executive Committee shall have all of the powers and authority
of the Board in the management of the business and affairs of the Corporation
during the intervals between meetings of the Board, except the power to declare
dividends and to adopt, amend or repeal By-Laws or as otherwise prohibited by
law. The Executive Committee may establish and appoint such other committees
not otherwise provided for by these By-Laws or the Board of Directors as it may
deem advisable and may prescribe the powers and duties of such committees.
The Chairman of the Board or a member of the Committee designated by the
Chairman of the Board, shall preside over meetings of the Committee. Meetings
of the Committee may be held at the call of the Chairman of the Board or the
President or any two other members of the Committee at the time and place stated
in the notice of such meeting.
The transactions of any meetings of the Executive Committee however called or
noticed or wherever held shall be as valid as though had at a meeting duly held
after the regular call and notice, if a quorum
6
be present and if, either before or after the meeting each of the members of the
Committee not present sign a written waiver of notice or a consent to the
holding of such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the records of the Committee
or made a part of the minutes of the meeting.
SECTION 2. OTHER COMMITTEES: The Board of Directors may designate one or more
committees from time to time, each consisting of two or more directors to serve
at the pleasure of the Board. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the Board of Directors shall have all the
authority of the Board, except with respect to:
a. The approval of any action for which shareholder approval is also
required.
b. The filling of vacancies on the Board or in any Committee.
c. The fixing of compensation of the directors for serving on the Board
or on any committee.
d. The amendment or repeal of By-Laws or the adoption of new By-Laws.
e. The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
f. A distribution to the shareholders of the corporation as defined in
Section 166 of the California Corporations Code, except at a rate
or in a periodic amount or within a price range determined by the
Board.
g. The appointment of other committees of the Board or the members
thereof.
h. The approval of any action for which the entire Board is required.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
(a) INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Each person who was
or is a party or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director, officer or employee of the Corporation, or of any
predecessor corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or other agent of another corporation or of a
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the Corporation to the fullest extent
permissible
7
under California law and the Corporation's Articles of Incorporation, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith. Such
indemnification shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of his or her heirs,
executors and administrators. Notwithstanding the foregoing, the Corporation
shall indemnify any such person in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article shall include the right to be paid by
the Corporation the expenses incurred in defending any proceeding in advance of
final disposition to the fullest extent permitted by law; provided, however,
that the payment under this Article of such expenses in advance of the final
disposition of a proceeding may be conditioned upon the delivery to the
Corporation of such undertakings by or on behalf of such director, officer or
employee to repay all amounts so advanced as may be required or permitted by
law.
(b) EXCLUSIONS. Notwithstanding the foregoing or any other provisions under
this Article, the Corporation shall not be liable under this Article to
indemnify a director, officer or employee against, or make any advances or other
payments in connection with, any proceeding against a director, officer or
employee based upon, arising out of, resulting from, relating to or in
consequence of (1) transactions or activities in which such person gained or
sought to gain, any improper personal profit or advantage, or (2) the
intentional misconduct of such person which such person knew, or reasonably
should have known, would violate the law or any policy of the Corporation or
(3) the knowing fraud or deliberately dishonest actions of such person.
(c) SUCCESSFUL DEFENSE. To the extent that a director, officer or employee has
been successful on the merits in defense of any proceeding referred to in
paragraph (a) or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
(d) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification provided by this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, by-law, agreement, vote of shareholders or
disinterested directors, or otherwise.
ARTICLE VII
CERTIFICATE OF STOCK
Certificates for shares of the capital stock of the Corporation shall be of such
form as the Board may prescribe and shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary, or be authenticated by
facsimiles of the signatures of the President and the Secretary, or by a
facsimile of the signature of the President and the written signature of the
Secretary or an Assistant Secretary. Every certificate authenticated by a
facsimile of a signature must be countersigned by a transfer agent or transfer
clerk, and be registered by an incorporated bank or trust company as registrar
of transfers, before issuance.
8
ARTICLE VIII
TRANSFER OF STOCK
SECTION 1. Shares of the capital stock of the Corporation may be transferred by
the holders thereof, or by attorney legally constituted, or by their legal
representatives, by endorsement on the certificates of stock, but no such
transfer shall be valid until the certificate is surrendered and acknowledgment
made on the books of the Corporation.
SECTION 2. No new certificates shall be issued for the surrendered certificates
unless the surrendered certificates have been duly canceled. If a certificate
shall be lost or destroyed, the Board or the Executive Committee may order a new
certificate in lieu thereof issued upon such guaranty or indemnity of the person
claiming the same as the Board or the Executive Committee may deem proper and
satisfactory.
SECTION 3. The Board may fix a time in the future as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any change,
conversion, or exchange of shares. The record date so fixed shall be not more
than sixty (60) nor less than ten (10) days prior to the date of the meeting or
event for the purposes of which it is fixed. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at the meeting or to receive the dividend, distribution, or allotment of rights,
or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Corporation after the record date. At any
meeting of shareholders as to which the Board has not fixed a record date for
the determination of the shareholders entitled to notice of and to vote at such
meeting, only shareholders of record at the close of business on the business
day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the business day next preceding the day on which the
meeting is held shall be entitled to vote thereat.
ARTICLE IX
DEPOSITS
SECTION 1. All deposits made by the shareholders shall be entitled to the same
rights, privileges and benefits as those of other depositors.
ARTICLE X
SEAL
SECTION 1. The seal of the Corporation shall be in such form as the Board may
prescribe. In the execution on behalf of this Corporation of any instrument,
document, writing, notice or paper it shall not be necessary to affix the
corporate seal of this Corporation thereon, and any such instrument, document,
writing, notice or paper when executed without said seal affixed thereon shall
be of the same force and effect and as binding on this Corporation as if said
corporate seal had been affixed
9
thereon in each instance. Said seal, if required, may be affixed, imprinted or
reproduced by facsimile on any instrument or document, including certificates
for shares of the stock of this Corporation.
ARTICLE XI
AMENDMENT TO BY-LAWS
SECTION 1. Subject to the right of shareholders to adopt, amend or repeal
By-Laws, as provided in Section 211 of the Corporations Code of California,
By-Laws may be adopted, amended or repealed by the Board, except that a By-Law
or amendment thereof changing the authorized number of directors may be adopted,
amended or repealed by the Board only pursuant to Section 212 of said
Corporations Code.
I, Carl Boyd, Assistant Vice President of FIRST INTERSTATE BANK OF CALIFORNIA, a
California corporation, hereby certify that the foregoing ten (10) pages
represent a full, true and correct copy of the Code of By-Laws of First
Interstate Bank of California as amended, and that the same is in full force and
effect as of April 26, 1994.
WITNESS my hand and the seal of said Corporation this 28th day of September,
1995.
/s/ Carl Boyd
-------------
Assistant Vice President
of
FIRST INTERSTATE BANK OF CALIFORNIA
BYLAWS
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EXHIBIT 7
[Download Table]
First Interstate Bank of California Call Date: 06/30/95 ST-BK: 66-6 FFIEC: 031
1200 W. 7th St. Page RC-1
Los Angeles, CA 90017 Vendor ID: D Cert: 01226
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Transit Number: 12200021
Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for June 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
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Dollar Amounts in Thousands
________________________________________________________________________________________________________________________
Assets RCFD
1. Cash and balances due from depository institutions (from Schedule RC-A): ----
a. Noninterest-bearing balances and currency and coin(1). 0081 2,708,614 1.a
b. Interest-bearing balances(2). 0071 24,175 1.b
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 5,121,363 2.a
b. Available-for-sale securities(from Schedule RC-B, column D) 1773 43,129 2.b
3. Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
a. Federal funds sold 0276 1,726,000 3.a
b. Securities purchased under agreements to resell 0277 0 3.b
4. Loans and Lease financing receivables: RCFD
a. Loans and Leases, net of unearned income ----
(from Schedule RC-C) 2122 14,851,669 4.a
b. LESS: Allowance for Loans and Lease losses 3123 413,782 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and Leases, net of unearned income,
allowance, and reserve(Item 4.a minus 4.b and 4.c) 2125 14,437,887 4.d
5. Trading Assets (from Schedule RC-D) 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 405,538 6.
7. Other real estate owned (from Schedule RC-M) 2150 51,955 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 19,023 8.
9. Customers' liability to this bank on acceptances outstanding 2155 17,253 9.
10. Intangible assets (from Schedule RC-M) 2143 354,663 10.
11. Other assets (from Schedule RC-F) 2160 526,719 11.
12. Total assets (sum of items 1 through 11) 2170 25,436,319 12.
__________________________
(1)Includes cash items in process of collection and unposted debits.
(2)Includes time certificates of deposit not held in trading accounts.
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First Interstate Bank of California Call Date: 06/30/95 ST-BK: 66-6 FFIEC: 031
1200 W. 7th St. Page RC-2
Los Angeles, CA 90017 Vendor ID: D Cert: 01226
12
Transit Number: 12200021
Schedule RC - Continued
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Dollar Amounts in Thousands
____________________________________________________________________________________________________________________
LIABILITIES
13. Deposits: RCON
----
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, Part I) 2200 20,846,886 13.a
(1) Noninterest-bearing(1) 6631 8,454,813 13.a.1
(2) Interest-bearing 6636 12,392,073 13.a.2
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) 2200 467,115 13.b
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 467,115 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs: RCFD
----
a. Federal funds purchased 0278 791,575 14.a
b. Securities sold under agreements to repurchase 0279 363,318 14.b
RCON
15. a. Demand notes issued to the ----
U.S. Treasury 2840 0 15.a
RCFD
----
b. Trading Liabilities 3548 0 15.b
16. Other borrowed money:
a. With original maturity of one year or less 2332 472,099 16.a
b. With original maturity of more than one year 2333 0 16.b
17. Mortgage indebtedness and obligations under capitalized
Leases 2910 87,967 17.
18. Bank's Liability on acceptances executed and outstanding 2920 17,253 18.
19. Subordinated notes and debentures 3200 75,000 19.
20. Other Liabilities (from Schedule RC-G) 2930 315,495 20.
21. Total Liabilities (sum of items 13 through 20) 2948 23,436,708 21.
22. Limited-Life preferred stock and related surplus 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 428,182 24.
25. Surplus (excluded all surplus related to preferred stock) 3839 664,694 25.
26. a. Undivided profits and capital reserve 3632 906,472 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities 8434 263 26.b
27. Cumulative foreign currency translation adjustments 3284 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 1,999,611 28.
29. Total Liabilities, Limited-Life preferred stock, and equity
capital (sum of items 21, 22, and 28) 3300 25,436,319 29.
Memorandum
To be reported only with the March Report of Condition.
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RFCD
----
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed for the bank NUMBER
by Independent external auditors as of any date during 1994 6724 N/A M.1
1=Independent audit of the bank conducted in accordance 4=Director's examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2=Independent audit of the bank's parent holding company 5=Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accountant firm which
submits a report on the consolidated holding company (but 6=Compilation of the bank's financial statements by
not on the bank separately) external auditors
3=Directors' examination of the bank conducted in accordance 7=Other audit procedures (excluding tax preparation work)
with generally accepted auditing standards by a certified
public accounting firm (may be required by state charter- 8=No External audit work
ing authority)
_____________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/15/02 | | 1 | | | | | None on these Dates |
| Filed on: | | 10/13/95 |
| | 10/12/95 | | 4 |
| | 6/30/95 | | 15 |
| | 4/26/94 | | 14 |
| List all Filings |
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