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Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)___
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NATIONAL CITY BANK OF MINNEAPOLIS
(Exact name of trustee as specified in its charter)
NOT APPLICABLE ▇▇-▇▇▇▇▇▇▇
(Jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization if not a U.S. national bank) 55402
651 NICOLLET MALL (Zip Code)
MINNEAPOLIS, MINNESOTA
(Address of principal executive office)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
NATIONAL CITY BANK OF MINNEAPOLIS
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(Name, address and telephone number of agent for service)
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ENSTAR INC
(Exact name of obligor as specified in its charter)
MINNESOTA ▇▇-▇▇▇▇▇▇▇
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization) 55344
6479 CITY WEST PARKWAY (Zip Code)
EDEN PRAIRIE, MINNESOTA
(Address of principal executive office)
SUBORDINATED DEBENTURES
(Title of the indenture securities)
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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.
Comptroller of the Currency.......................................... Washington, D.C.
Federal Deposit Insurance Corporation................................ Washington, D.C.
The Board of Governors of the Federal Reserve System................. Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe such affiliation.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
(a) Furnish the following information as to each class of voting
securities of the trustee.
AS OF OCTOBER 15, 1996
(WITHIN 31 DAYS)
COL. A COL. B
-------------- ------------------
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
Common Stock ....................................... 7,374,520 shares
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) The Title of the securities outstanding under each such other
indenture.
None.
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of
the Act arises as a result of the trusteeship under any such other
indentures, including a statement as to how the indenture securities
will rank as compared with the securities under such other indentures.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
If the trustee of any of the directors or executive officers of the trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.
Not Applicable.
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ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor:
AS OF OCTOBER 15, 1996
(WITHIN 31 DAYS)
COL. D
COL. C -------------------------
COL. A COL. B ------------ PERCENTAGE OF VOTING
--------------- -------------- AMOUNT OWNED SECURITIES REPRESENTED
NAME OF OWNER TITLE OF CLASS BENEFICIALLY BY AMOUNT GIVEN IN COL. C
--------------- -------------- ------------ -------------------------
Not Applicable.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE UNDERWRITERS OR THEIR
OFFICIALS.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
AS OF OCTOBER 15, 1996
(WITHIN 31 DAYS)
COL. D
COL. C -------------------------
COL. A COL. B ------------ PERCENTAGE OF VOTING
--------------- -------------- AMOUNT OWNED SECURITIES REPRESENTED
NAME OF OWNER TITLE OF CLASS BENEFICIALLY BY AMOUNT GIVEN IN COL. C
--------------- -------------- ------------ -------------------------
Not Applicable.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to the securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:
AS OF OCTOBER 15, 1996
(WITHIN 31 DAYS)
COL. D
COL. B COL. C ---------------
--------------------- ----------------------- PERCENTAGE OF
WHETHER THE AMOUNT OWNED CLASS
COL. A SECURITIES ARE VOTING BENEFICIALLY OR HELD AS REPRESENTED BY
--------------- OR COLLATERAL SECURITY FOR AMOUNT
TITLE OF CLASS NON-VOTING SECURITIES OBLIGATIONS IN DEFAULT GIVEN IN COL. C
--------------- --------------------- ----------------------- ---------------
Not Applicable.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter,
any of which are so owned or held by the trustee:
AS OF OCTOBER 15, 1996
(WITHIN 31 DAYS)
COL. C COL. D
----------------------- ---------------
COL. A AMOUNT OWNED PERCENTAGE OF
--------------- BENEFICIALLY OR HELD AS CLASS
NAME OF ISSUER COL. B COLLATERAL SECURITY FOR REPRESENTED BY
AND TITLE OF --------------------- OBLIGATIONS IN DEFAULT AMOUNT
CLASS AMOUNT OUTSTANDING BY TRUSTEE GIVEN IN COL. C
--------------- --------------------- ----------------------- ---------------
Not Applicable.
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ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default any voting securities of a person who, to the knowledge
of the trustee (1) owns 10 percent or more of the voting securities of the
obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish
the following information as to the voting securities of such person:
AS OF OCTOBER 15, 1996
(WITHIN 31 DAYS)
COL. C COL. D
------------------------- -------------------
COL. A AMOUNT OWNED BENEFICIALLY PERCENTAGE OF CLASS
------------------ COL. B OR HELD AS COLLATERAL REPRESENTED BY
NAME OF ISSUER AND ------------------ SECURITY FOR OBLIGATIONS AMOUNT GIVEN IN
TITLE OF CLASS AMOUNT OUTSTANDING IN DEFAULT BY TRUSTEE COL. C
------------------ ------------------ ------------------------- -------------------
Not Applicable.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person,
any of which are so owned or held by the trustee:
AS OF OCTOBER 15, 1996
(WITHIN 31 DAYS)
COL. C COL. B
------------------------- ----------------------
COL. A AMOUNT OWNED BENEFICIALLY PERCENTAGE OF
------------------ COL. B OR HELD AS COLLATERAL SECURITIES REPRESENTED
NAME OF ISSUER AND ------------------ SECURITY FOR OBLIGATIONS BY AMOUNT GIVEN IN
TITLE OF CLASS AMOUNT OUTSTANDING IN DEFAULT BY TRUSTEE COL. C
------------------ ------------------ ------------------------- ----------------------
Not Applicable.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
COL. A COL. B COL. C
---------------------- ------------------ -------------------
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
---------------------- ------------------ -------------------
Not Applicable.
ITEM 13. DEFAULTS BY OBLIGOR.
(A) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
(B) If the trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None.
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ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable.
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
1. A copy of the articles of association of the trustee as now in effect.
2. A copy of the certificate of authority of the trustee to commence business,
if not contained in the articles of association.
3. A copy of the certificate of authority of the trustee to exercise corporate
trust powers. If such authorization is not contained in the documents
specified in paragraph (1) or (2) above.
4. A copy of the existing bylaws of the trustee, or instruments corresponding
thereto.
5. Not applicable.
6. The consents of United States institutional trustees required by Section
321 (b) of the Act.
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.
8. Not applicable.
9. Not applicable.
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CONSENT OF TRUSTEE
Pursuant to the requirement of Section 321 (b) of the Trust Indenture Act
of 1939, in connection with the proposed issue by Enstar Inc of its Subordinated
Debentures we hereby consent that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
NATIONAL CITY BANK OF MINNEAPOLIS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, National City Bank of Minneapolis, organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto authorized,
all in the City of Minneapolis, and State of Minnesota on the 24th day of
October, 1996.
NATIONAL CITY BANK OF MINNEAPOLIS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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Comptroller of the Currency
Administrator of National Banks
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
CERTIFICATION OF FIDUCIARY POWERS
I, ▇▇▇▇. ▇. ▇▇▇▇▇▇, Deputy Comptroller for Trust and Securities, do hereby
certify that the records in this Office evidence that the National City Bank of
Minneapolis, Minneapolis, Minnesota was granted June 22, 1967, under the hand
and seal of the Comptroller, the right to act in all fiduciary capacities
authorized under the provisions of the Act of Congress approved September 28,
1962, 76 Stat. 668, 12 USC 92a. I further certify that the authority so granted
remains in full force and effect.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused the seal
of Office of the Comptroller of the
Currency to be affixed to these
presents at the Treasury Department,
in the city of Washington and District
of Columbia this tenth day of May,
1984.
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Comptroller
for Trust and Securities
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EXHIBIT B
April 21, 1982
BY-LAWS
OF
NATIONAL CITY BANK OF MINNEAPOLIS
(ORGANIZED UNDER THE NATIONAL BANKING LAWS OF THE UNITED STATES)
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SECTION 1. The regular annual meeting of the shareholders of this
Association, for the election of directors and for the transaction of such other
business as properly may come before the meeting, shall be held at its main
banking house in the City of Minneapolis, the State of Minnesota, or any other
convenient place duly authorized by the Board of Directors, on the third
Wednesday in March of each year commencing with the year 1978, or on the next
succeeding business day, if the day fixed falls on a legal holiday, in
accordance with the provisions of its Articles of Association and the laws of
the United States, at which meeting a Board of Directors shall be elected; but
if no such election is held on that day as provided, it may be held at any
regular adjournment of the annual meeting or at a subsequent special meeting
held within sixty days, in accordance with the provisions of the laws of the
United States. The holders of a majority of the outstanding shares entitled to
vote and represented at any meeting of the shareholders may choose persons to
act as Chairman and as Secretary of the meeting. The Chairman of the Board shall
then make a report to the shareholders regarding the condition of the
Association and shall review the business of the preceding year.
The Board of Directors of this Association, or any three or more
stockholders owning, in the aggregate, not less than ten per centum of the stock
of this Association, may call a special meeting of shareholders at any time.
Unless otherwise provided by the laws of the United States, or by the Articles
of Association, a notice of the time, place and purpose of every regular annual
meeting and every special meeting of the shareholders shall be given by
first-class mail, postage prepaid, mailed at least ten days prior to the date of
such meeting to each shareholder of record at his address as shown upon the
books of this Association.
SECTION 2. Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing, but no director, officer, employee or
attorney of this Association shall act as proxy. Proxies shall be valid only for
one meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.
In deciding on questions at meetings of shareholders, except in the
election of directors, each shareholder shall be entitled to one vote for each
share of stock held. A majority of votes cast shall decide each matter submitted
to the shareholders at the meeting except in cases where by law a larger vote is
required.
In all elections of directors, each shareholder shall have the right to
vote the number of shares owned by him for as many persons as there are
directors to be elected, or to cumulate such shares and give one candidate as
many votes as the number of directors multiplied by the number of shares shall
equal, or to distribute them on the same principle among as many candidates as
he shall think fit.
In the case of any meeting of the shareholders, a record showing the names
of the shareholders present and the number of shares of stock held by each, and
the names of the proxies shall be made. This record also shall show the number
of shares voted on each action taken, including the number of shares voted for
each candidate for director. This record shall be included in the minute book of
the Association.
After each meeting of the shareholders, there shall be forwarded to the
Comptroller of the Currency, a report thereof, in the form prescribed by the
Comptroller of the Currency.
DIRECTORS
SECTION 3. The Board of Directors shall consist of not less than five (5)
nor more than twenty-five (25) shareholders. The number of directors to be
elected shall be determined at the annual meeting of
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shareholders by a majority of the votes cast by the shareholders in person or by
proxy, or by a similar vote at any special meeting called for the purpose, upon
due notice having been given according to law.
The directors of this Association shall hold office for one year and until
their successors are elected and have qualified.
Each person elected or appointed a director of this Association must take
the oath of such office in the form prescribed by the Comptroller of the
Currency. No person elected or appointed a director of this Association shall
exercise the functions of such office until he has taken such oath and the same
has been transmitted to the Comptroller of the Currency.
Any vacancies occurring in the Board of Directors shall be filed, in
accordance with the laws of the United States, by appointment by the remaining
directors, and any director so appointed shall hold office until the next
election.
Following the annual meeting of the shareholders, the Chairman or the
Secretary of the meeting shall notify promptly the Directors-Elect of their
election, and they shall meet promptly for the purpose of taking their oaths,
organizing the new Board, appointing officers and fixing salaries for the
ensuing year and for transacting such other business as properly may come before
the meeting.
The Regular Meetings of the Board of Directors shall be held, without
notice, at 10:00 o'clock in the forenoon on the third Wednesday of each month at
the Main Banking House. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next banking business day unless the
Board shall designate some other day.
Special meetings of the Board of Directors may be called by the Chairman of
the Board of Directors or by the President of the Association, or at the request
of three (3) or more directors. Each member of the Board of Directors shall be
given notice stating the time and place, by telegram, letter, or in person, of
each such special meeting, excepting the Organization Meeting following the
election of directors.
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business. If, at the time fixed for the meeting,
including the meeting to organize the new Board following the Annual Meeting of
Shareholders, a quorum is not present, the directors in attendance may adjourn
the meeting from time to time until a quorum is obtained.
Except as otherwise provided herein, a majority of those directors present
and voting at any meeting of the Board of Directors, shall decide each matter
considered. A director cannot vote by proxy or otherwise act by proxy at a
meeting of the Board of Directors.
OFFICERS AND EMPLOYEES
SECTION 4. The officers of this Association shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Cashier, and such other
officers as may be appointed by the Board of Directors. The Chairman of the
Board and the President shall be members of the Board of Directors. In the
absence of the Chairman of the Board, the President will act in that capacity.
The Chairman of the Board and the President shall hold their offices for
the current year for which the Board of which they shall be members was elected,
unless either shall resign, become disqualified, or be removed; and any vacancy
occurring in the office of either the Chairman of the Board or the President
shall be promptly filled by the Board of Directors.
The Cashier and the subordinate officers and clerks shall be appointed to
hold their offices, respectively, during the pleasure of the Board of Directors.
Each officer and employee of the Association shall give bond of suitable
amount with security to be approved by the Board of Directors, conditioned for
the honest and faithful discharge of his duties as such officer or employee. At
the discretion of the Board, such bonds may be schedule or blanket form and the
premiums shall be paid by the Association. The amount of such bonds, the form of
coverage, and the name of
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the company providing the surety therefor shall be reviewed by the Board of
Directors each year at the first regular meeting of the Board following the
Organization Meeting of the new Board. Action shall be taken by the Board at
that time approving the amount of the bond to be provided by each officer and
employee of the Association for the ensuing year.
The Chairman of the Board shall preside at all meetings. Either the
Chairman of the Board or the President shall be Chief Executive Officer of the
Association. The Chairman of the Board and the President shall be ex officio
members of all Committees of the Association except the Examining Committee.
The Cashier of this Association shall be responsible for all assets and
documents of this Association, and shall keep proper records of all the
transactions of the Association.
Each Vice President shall have such power and duties as may be assigned to
him by the Board of Directors. A Vice President shall be designated as the
Secretary of the Association, in which he shall maintain and preserve the
organization papers of the Association, the Articles of Association, the returns
of elections, the By-Laws, the proceedings of regular and special meetings of
the Board of Directors and of the shareholders and the reports of the Committees
and Board of Directors. The minutes of each meeting shall be signed by the
Chairman of the Board and attested by the Secretary.
There shall be a Trust officer of this Association whose duties shall be to
manage, supervise and direct all the activities of the Trust Department. He
shall do and perform all acts and things necessary or proper to be done or
performed in carrying on the business of the Trust Department in accordance with
provisions of law and regulations of the Comptroller of the Currency.
He shall act pursuant to opinion of counsel where such opinion is deemed
necessary. Opinions of counsel shall be retained on file in connection with all
important matters pertaining to trusts, both individual and corporate.
The Trust officer shall be responsible for all assets and documents held by
the Association in connection with trust matters.
COMMITTEES
SECTION 5. There shall be a standing committee of this Association
appointed by the Board, to be known as the Discount Committee, consisting of the
Chairman of the Board, the President, one or more Vice Presidents and two
directors, each to serve a six-month term. This Committee shall have power to
discount and purchase bills, notes and other evidences of debt, to buy and sell
bills of exchange, to examine and approve loans and discounts, to exercise
authority regarding loans and discounts held by the Association, and to direct
and transact all other business of the Association, which properly might come
before the Board of Directors, except such as the Board only, by law, is
authorized to perform. The Discount Committee shall report its actions in
writing at each regular meeting of the Board of Directors, which shall approve
or disapprove the report and record such action in the minutes of the meeting.
There shall be a standing committee of this Association known as the
Examining Committee, appointed annually by the Board of Directors. Each member
of this Committee shall serve until his successor is appointed and the Committee
shall consist of three members of the Board of Directors, none of whom shall be
active officers of the Association. The duties of this Committee shall be to
make suitable examinations every six months of the affairs of the Association.
The result of such examination shall be reported, in writing, to the Board at
the next regular meeting thereafter, stating whether the Association is in a
sound and solvent condition, whether adequate internal audit controls and
procedures are being maintained and recommending to the Board such changes in
the manner of doing business, etc., as shall be deemed suitable.
The Examining Committee, upon its own recommendation and with the approval
of the Board of Directors, may employ a qualified firm of Certified Public
Accountants to make an examination and audit of the Association. If such a
procedure is followed, the one annual examination and audit of such firm of
Accountants and the presentation of its report to the Board of Directors will be
deemed sufficient to comply with the requirements of this section of these
By-Laws.
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There shall be a Trust Investment Committee of this Association composed of
at least three members of the Association who shall be capable and experienced
officers or directors of the Association. All investments of trust funds shall
be made, retained or disposed of only with the approval of the Trust Investment
Committee; and the Committee shall keep minutes of all its meetings, showing the
disposition of all matters considered and passed upon by it. The Committee
shall, at least once during each period of twelve months, review all the assets
held in or for each fiduciary account to determine their safety and current
value and the advisability of retaining or disposing of them; and a report of
all such reviews, together with the action taken as a result thereof, shall be
noted in the minutes of the Committee.
As prescribed by Regulation 9 of the Comptroller of the Currency, the Board
of Directors shall appoint a committee of three directors, exclusive of any
active officers of the Association, which shall at least once during each period
of twelve months make suitable audits to be made, by auditors responsible only
to the Board of Directors, and shall like wise at least once during each period
of twelve months ascertain by thorough examination made, or caused to be made,
by such Committee, whether a review of all of the assets in each trust as to
their safety and current value and the advisability of retaining or disposing of
them has been made, and whether trust funds awaiting investment or distribution
have been held uninvested or undistributed any longer than was reasonably
necessary. Such Committee shall promptly make a full report of such audits and
examination in writing to the Board of Directors of the Association, together
with a recommendation as to the action, if any, which may be necessary to
correct any unsatisfactory conditions. A report of the audits and examination
required, together with the action taken thereon, shall be noted in the minutes
of the Board of Directors and such report shall be made a part of the records of
the Association.
The Board of Directors may appoint, from time to time, other temporary
committees, for such purposes and with such powers as the Board may determine.
SEAL
SECTION 6. The following is an impression of the Seal adopted by the Board
of Directors of this Association.
IMPRESSION OF SEAL
The Chairman of the Board, the President, each Vice President, the Cashier,
the Secretary, the Trust Officer, each Assistant Trust Officer, each Assistant
Cashier and each Loan Officer shall have the authority to affix the Corporate
Seal of this Association and attest the same.
STOCK
SECTION 7. The stock of this Association shall be assignable and
transferable only on the books of this Association. A stock certificate book
shall be maintained in which all assignments and transfers of stock shall be
made.
Certificates of stock, signed by the Chairman of the Board, the President
or Vice President, and the Cashier or Assistant Cashier, shall be issued to
shareholders, and when stock is transferred, the certificates thereof shall be
returned to the Association and new certificates issued. The returned
certificates shall be cancelled and preserved for record purposes. Certificates
of stock shall meet the requirements of Section 5139 of the Revised Statutes and
shall state upon the face thereof that the stock is transferable only upon the
books of the Association.
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BANKING HOURS
SECTION 8. This Association will be open for business during the following
hours:
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
Lobby........................ Monday thru Friday 8:00 a.m. - 6:00 p.m.
Skyway....................... Monday thru Friday 7:45 a.m. - 4:00 p.m.
SHERATON RITZ OFFICE - 4TH AND NICOLLET
Lobby........................ Monday thru Friday 9:00 a.m. - 4:00 p.m.
Walk-up Windows.............. Monday thru Friday 8:00 a.m. - 9:00 a.m.
4:00 p.m. - 6:00 p.m.
T.V. Drive-up Windows........ Monday thru Friday 8:00 a.m. - 6:00 p.m.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ AVENUE
Lobby........................ Monday thru Thursday 9:00 a.m. - 6:00 p.m.
Friday 9:00 a.m. - 7:00 p.m.
Drive-up Tellers............. Monday thru Thursday 7:00 a.m. - 6:00 p.m.
Friday 7:00 a.m. - 7:00 p.m.
Drive-up Tellers............. Monday thru Thursday 7:00 a.m. - 6:00 p.m.
Saturday 9:00 a.m. - 12:00 p.m.
Transactions made after 4:00 p.m. and on Saturday are processed the next
business day. This Association shall not be open for business on Saturdays
(except the Southdale Office) and Sundays and days recognized by the laws of the
State of Minnesota as legal holidays. The hours referred to herein shall mean
Standard Time, except when Daylight Saving Time is in effect, when such stated
hours shall mean Daylight Saving Time.
CONVEYANCE OF REAL ESTATE
SECTION 9. All transfers and conveyance of real estate, title to which is
vested in this Association, including real estate held as fiduciary, shall be by
written instrument under the seal of this Association, made pursuant to order of
the Board of Directors and signed by the Chairman of the Board, the President,
Vice President or Cashier.
CONTRACTS
SECTION 10. All contracts, checks, drafts shall be signed by the Chairman
of the Board, the President or Vice President, or such other officers as may be
designated by the Board of Directors.
TRUSTS
SECTION 11. There shall be maintained in the Trust Department a file
containing (a) original instruments creating each trust, or properly
authenticated copies thereof, (b) properly receipted vouchers evidencing payment
and distributions under each trust, (c) properly evidenced reports to courts or
other accounting for trusts, and (d) copies of all court orders in connection
with trust matters.
No trust funds shall be invested in any securities in which corporate
fiduciaries located in this state may not lawfully invest except (a) in
accordance with express instructions contained in the trust instrument, (b)
pursuant to court order, or (c) where the trust instrument expressly provides
that investments may be made without regard to otherwise applicable laws
governing investments by fiduciaries.
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CHANGES IN BY-LAWS
SECTION 12. These By-Laws may be amended upon vote of a majority of the
entire Board of Directors at any meeting of the Board, provided ten (10) days'
notice of the proposed amendment has been given to each member of the Board of
Directors. No amendment may be made unless the By-Law, as amended, is consistent
with the requirements of the laws of the United States and of the Articles of
Association. A certified copy of all amendments to these By-Laws shall be
forwarded to the Comptroller of the Currency immediately after adoption.
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CERTIFICATION
At a meeting of the Board of Directors of the NATIONAL CITY BANK OF
MINNEAPOLIS regularly held on the 21st day of April, 1982, the foregoing revised
By-Laws were adopted.
IN TESTIMONY WHEREOF, we, the directors of this Association who were
present at said meeting, have hereunto subscribed our names.
DIRECTORS
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June 10, ▇▇▇▇
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REVISED ARTICLES OF ASSOCIATION
FIRST. The title of this Association shall be, "National City Bank of
Minneapolis."
SECOND. The main office shall be in the City of Minneapolis, the County of
Hennepin, the State of Minnesota. The general business of the Association shall
be conducted at its main office and its legally established branches.
THIRD. The Board of Directors of this Association shall consist of not
less than five (5) nor more than twenty-five (25) shareholders. At any meeting
of the shareholders held for the purpose of electing Directors, or changing the
number thereof, the number of Directors may be determined by a majority of the
votes cast by the shareholders in person or by proxy. A majority of the full
Board of Directors is authorized to increase the number of Directors between the
regular annual meeting of the shareholders of the Association and appoint
persons to fill the vacancies created thereby; provided, however, such increase
in the number of directors shall be limited to not more than two (2) in any one
(1) year. A majority of the Board of Directors shall be necessary to constitute
a quorum for the transaction of business at any Directors' meeting.
FOURTH. (as amended January 7, 1964). The regular annual meeting of the
shareholders of this Association shall be held at its main banking house, or
other convenient place duly authorized by the Board of Directors, on such day of
each year as is specified therefor in the By-Laws.
FIFTH. (as amended March 28, 1979). The amount of authorized capital stock
of this Association shall be Twelve Million Five Hundred Thousand and no/100
Dollars ($12,500,000), divided into 2,500,000 shares of common stock of par
value of Five and no/100 ($5.00) Dollars each, said capital stock may be stock
of par value of Five and no/100 ($5.00) Dollars each; said capital stock may be
increased or decreased from time to time, in accordance with the provisions of
the laws of the United States.
No holder of shares of the capital stock of any class of the corporation
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of the corporation, whether now or hereafter authorized or to
any obligations convertible into stock of the corporation, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time determine and at such
price as the Board of Directors may from time to time fix.
(Amended February 5, 1971) "The Association at any time, and from time to
time, may authorize and issue debt obligations whether or not subordinated,
without approval of Shareholders."
SIXTH. (As amended March 19, 1980). The Board of Directors shall appoint
one of its members as Chairman of the Board and one of its members as President
of this Association. The President shall be authorized, in the absence of the
Chairman of the Board, to perform all acts and duties pertinent to the office of
Chairman of the Board. The Board of Directors shall have the power to appoint
one or more Executive Vice Presidents, Senior Vice Presidents, or Vice
Presidents, Cashier, Secretary, Treasurer, and such other employees as may be
required to transact the business of this Association, to fix the salaries to be
paid to such officers and employees of this Association; and to dismiss any
officers and employees and appoint others to take their place.
The Board of Directors shall have the power to define the duties of
officers and employees of this Association and to require adequate bonds from
them for the faithful performance of their duties; to make all By-Laws that may
be lawful for the general regulation of the business of this Association and the
management of its affairs, and generally to do and perform all acts that may be
lawful for a Board of Directors to do and perform.
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Any person may be indemnified or reimbursed by the Association for
reasonable expenses actually incurred by him in connection with any action,
suit, or proceeding to which he is made a party by reason of his being or having
been a Director, officer, or employee of this Association: PROVIDED, HOWEVER,
that no person shall be so indemnified or reimbursed in relation to any action
suit, or proceeding in which he shall finally be adjudged to have been negligent
in the performance of his duties or to have committed an act or failed to
perform a duty for which there is a common-law or a statutory liability: AND,
PROVIDED, FURTHER, that no person shall be so indemnified or reimbursed in
relation to any action, suit, or proceeding which has been made the subject of a
compromise settlement, except with the approval of the holders of record of a
majority of the outstanding shares of this Association. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
such person may be entitled as a matter of law.
The Board of Directors shall have the power to change the location of the
main office of this Association to any other place within the limits of the City
of Minneapolis, the State of Minnesota, without the approval of the shareholders
of this Association but subject to the approval of the Comptroller of the
Currency; and shall have the power to change the location of any branch or
branches of this Association to any other location, without the approval of the
shareholders of this Association but subject to the approval of the Comptroller
of the Currency.
SEVENTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
EIGHTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten per centum (10%) of the
stock of this Association, may call a special meeting of shareholders at any
time.
Unless otherwise provided by the laws of the United States, a notice of the
time, place, and purpose of every regular annual, and every special meeting of
the shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.
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Subject to the provisions of the laws of the United States, these Articles
of Association may be amended at any meeting of the shareholders for which
adequate notice has been given, by the affirmative vote of the owners of a
majority of the stock of this Association, voting in person or by proxy.
IN WITNESS WHEREOF, we have hereunto set our hands on this 18th day of
June, 1980.
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DIRECTORS
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NATIONAL CITY BANK
BALANCE SHEET
JUNE 30, 1996
JUNE 30
---------------------
1996 1995
-------- --------
(IN THOUSANDS)
(UNAUDITED)
ASSETS
Cash and Due From Banks................................................ $ 35,512 $ 31,590
Federal Funds Sold and Resale Agreements............................... 410 25,600
Available-for-Sale Securities.......................................... 129,951 113,102
Held-to-Maturity Securities............................................ 26,985 35,957
Loans.................................................................. 391,597 353,335
Less: Valuation Allowance for Loan Losses............................ (6,210) (5,252)
-------- --------
Net Loans...................................................... 385,387 348,083
Bank Premises and Equipment............................................ 10,979 3,871
Accrued Income Receivable.............................................. 4,359 3,583
Customer Acceptance Liability.......................................... 226 84
Other Assets........................................................... 19,392 15,429
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ASSETS................................................................. $613,201 $577,299
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:.............................................................. $118,142 $112,251
Non-interest Bearing................................................. 313,275 272,737
Total Deposits.................................................... 431,417 384,988
Federal Funds Purchased and Repurchase Agreements...................... 108,451 112,024
Other Borrowed Funds................................................... 14,559 21,119
Acceptances Outstanding................................................ 226 84
Other Liabilities...................................................... 6,872 7,675
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Total Liabilities.................................................... 561,525 525,890
Stockholders' Equity:
Common Stock, Par Value $5.00
Authorized 2,500,000 Shares
Issued 2,400,000.................................................. 12,000 12,000
Surplus.............................................................. 12,000 12,000
Unrealized Losses Net of Tax Effect.................................. (1,355) (518)
Undivided Profits.................................................... 29,031 27,927
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Total Stockholders' Equity........................................ 51,676 51,409
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LIABILITIES AND STOCKHOLDERS' EQUITY................................... $613,201 $577,299
======== ========
19
