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Registration No. 333-
As filed with the Securities and Exchange Commission on July 20, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERADA HESS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-4921002
(I.R.S. Employer Identification No.)
1185 Avenue of the Americas
New York, New York 10036
(212) 997-8500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
J. Barclay Collins II
Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
(212) 997-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Kevin Keogh, Esq. Charles S. Whitman, III, Esq.
White & Case LLP Davis Polk & Wardwell
1155 Avenue of the Americas 450 Lexington Avenue
New York, New York 10036 New York, New York 10017
(212) 819-8200 (212) 450-4000
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
Securities to be registered registered (1) per unit (1) price (1) registration
fee(2)
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Debt Securities........................ $3,000,000,000 100% $3,000,000,000 $625,000
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Pursuant to Rule 429 under the Securities Act, the prospectus included in
this registration statement also relates to $500,000,000 maximum aggregate
offering price of debt securities previously registered under the
registrant's Registration Statement on Form S-3 (Registration No.
333-79317). This Registration Statement constitutes Post-Effective
Amendment No. 1 to the registrant's Registration Statement on Form S-3
(Registration No. 333-79317). The registration fee with respect to
$500,000,000 of debt securities was paid in connection with such
registration statement.
Pursuant to Rule 457(p) under the Securities Act, the registration fee is
to be offset by the $265,532 registration fee paid in connection with the
registrant's Registration Statement on Form S-4 (Registration No.
333-50358) filed on November 21, 2000 and subsequently withdrawn.
Accordingly, a filing fee of $359,468 accompanies this filing.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be amended. We cannot
sell these debt securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these debt securities and is not soliciting an offer to buy these debt
securities in any state where the offer or sale is not permitted.
Subject to Completion dated July 20, 2001
PROSPECTUS
Amerada Hess Corporation
$3,000,000,000
Debt Securities
We will provide specific terms of these debt securities in supplements to this
prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.
This prospectus may not be used to sell debt securities unless accompanied by a
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2001.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may sell
any combination of the debt securities described in this prospectus in one or
more offerings up to a total dollar amount of $3,000,000,000.
This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell debt securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room in Washington, D.C.
Please call the SEC at (800) SEC-0330 for further information on the public
reference room.
The SEC allows us to "incorporate by reference" in this prospectus the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the debt
securities:
o Annual Report on Form 10-K for the year ended December 31, 2000;
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
o Current Reports on Form 8-K and Form 8-K/A dated July 10, 2001; and
o Proxy Statement dated March 28, 2001.
You may request a copy of these documents at no cost by writing or
telephoning us at our principal executive offices at the following address and
phone number:
Amerada Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Attention: Corporate Secretary
(212) 997-8500
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these debt securities in any state where the offer is prohibited. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of these
documents.
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We have filed exhibits with this registration statement that include the
form of proposed underwriting agreement and indenture. You should read the
exhibits carefully for provisions that may be important to you.
AMERADA HESS CORPORATION
We are a global integrated energy company engaged in the exploration for
and the production, purchase, transportation and sale of crude oil and natural
gas, as well as the production and sale of refined petroleum products.
Exploration and production activities take place primarily in the United States,
the United Kingdom, Norway, Denmark, Brazil, Algeria, Gabon, Indonesia,
Azerbaijan, Thailand and Malaysia.
Our refined petroleum products are manufactured at the HOVENSA refinery in
St. Croix, United States Virgin Islands, which is owned jointly with Petroleos
de Venezuela S.A. The refinery is one of the largest in the world with a
capacity of 500,000 barrels per day. We market refined petroleum products on the
East Coast of the United States through our terminal network and HESS brand
retail outlets.
We are a Delaware corporation. Our principal executive offices are located
at 1185 Avenue of the Americas, New York, New York 10036, and our telephone
number is (212) 997-8500.
USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities for
general corporate purposes including the repayment and refinancing of debt,
acquisitions (including the acquisition of Triton Energy Limited for
approximately $2.8 billion that we announced on July 10, 2001), additions to
working capital and capital expenditures. The amount and timing of the sales of
debt securities will depend on market conditions and the availability of other
funds to us.
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RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges shows the coverage of earnings
before income taxes to fixed charges, which consist primarily of interest
expense. Our ratio of earnings to fixed charges for each of the periods ended is
as follows:
Three Months ended
March 31, Year ended December 31,
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2001 2000 1999 1998 1997 1996
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12.5 8.8 4.5 (a) 1.6 5.9
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(a) Losses, including special items, and fixed charges resulted in a less than
one-to-one earnings ratio. In 1998, the deficiency was $480 million. Losses
reflected special items of $285 million including asset and operating lease
impairments of $237 million.
To calculate the ratio of earnings to fixed charges, we calculate earnings
by adding fixed charges other than capitalized interest to income before income
taxes. By fixed charges we mean total interest, including capitalized interest,
and a portion of long-term rent expense that we believe represents the interest
factor of our rent expense. Earnings and fixed charges exclude our share of
earnings and fixed charges of our refinery joint venture in the United States
Virgin Islands.
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DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our direct unsecured
obligations. The debt securities will be issued in one or more series under an
indenture between us and The Chase Manhattan Bank, as trustee. The indenture has
been qualified under the Trust Indenture Act of 1939. The indenture is governed
by New York law.
This prospectus briefly outlines the main indenture provisions. The
indenture has been filed as an exhibit to the registration statement and you
should read the indenture for provisions that may be important to you.
General
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may
issue under the indenture or otherwise. We may issue the debt securities in one
or more series with the same or various maturities, at a price of 100% of their
principal amount or at a premium or a discount.
The prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
o the title of the debt securities;
o the total principal amount of the debt securities;
o the percentage of the principal amount at which the debt securities
will be issued;
o the date or dates on which principal will be payable and whether the
debt securities will be payable on demand on any date;
o the interest rate or rates and the method for calculating the interest
rate;
o the interest payment dates;
o the maturity dates;
o optional or mandatory redemption terms;
o any mandatory or sinking fund provisions;
o authorized denominations;
o the currency in which the debt securities will be denominated;
o whether the principal and any premium or interest is payable in a
different currency than the currency in which the debt securities are
denominated, including a currency other than U.S. dollars;
o the manner in which any payments of principal and any premium or
interest will be calculated, if the payment will be based on an index
or formula;
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o whether the debt securities are to be issued as individual
certificates to each holder or in the form of global securities held
by a depositary on behalf of holders or in uncertificated form;
o whether the debt securities will be issued as registered securities or
as bearer securities;
o information describing any book-entry features;
o whether and under what circumstances we will pay additional amounts on
any debt securities held by a person who is not a United States person
for tax purposes and whether we can redeem the debt securities if we
have to pay additional amounts;
o provisions, other than those already in the indenture, that allow for
the discharge of our obligations under the indenture; and
o any other terms.
We may issue debt securities of any series as registered securities or
bearer securities or both. In addition, we may issue uncertificated securities.
Unless we state otherwise in a prospectus supplement, we will not offer, sell or
deliver any bearer debt securities, including any bearer securities issued in
temporary or permanent global form, to any United States person. By "United
States person" we mean a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or of any of its political subdivisions, or an estate
or trust whose income is subject to United States federal income taxation
regardless of its source.
Payment and Transfer
We will normally issue the debt securities in book-entry only form, which
means that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee. We will refer to this form here and in the prospectus
supplement as "book-entry only."
Alternatively, we may issue the debt securities in certificated form
registered in the name of the holder. Under these circumstances, holders may
receive certificates representing the debt securities. Debt securities in
certificated form will be issued only in increments of $1,000 and will be
exchangeable without charge except for reimbursement of taxes or other
governmental charges, if any. We will refer to this form in the prospectus
supplement as "certificated."
If we issue original issue discount debt securities, we will describe the
special United States federal income tax and other considerations of a purchase
of original issue discount debt securities in the prospectus supplement. By
"original issue discount debt securities," we mean securities that are issued at
a substantial discount below their principal amount because they pay no interest
or pay interest that is below market rates at the time of issuance.
The following discussion pertains to debt securities that are issued in
book-entry only form.
One or more global securities would be issued to DTC or its nominee. DTC
would keep a computerized record of its participants (for example, your broker)
whose clients have purchased the debt securities. The participant would then
keep a record of its clients who purchased the debt securities. A
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global security may not be transferred, except that DTC, its nominees and their
successors may transfer an entire global security to one another.
Under book-entry only, we will not issue certificates to individual holders
of the debt securities. Beneficial interests in global securities will be shown
on, and transfers of global securities will be made only through, records
maintained by DTC and its participants.
DTC has provided us with the following information. DTC is:
o a limited-purpose trust company organized under the New York Banking
Law;
o a "banking organization" within the meaning of the New York Banking
Law;
o a member of the United States Federal Reserve System;
o a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
o a "clearing agency" registered under Section 17a of the Securities
Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by The New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the
trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, we and the trustee will have no direct responsibility or
liability to pay amounts due on the securities to owners of beneficial interests
in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records as of the record date for such payment. In addition, it
is DTC's current practice to assign any consenting or voting rights to
participants whose accounts are credited with securities on a record date, by
using an omnibus proxy. Payments by participants to owners of beneficial
interests in the global securities, and voting by participants, will be governed
by the customary practices between the participants and owners of beneficial
interests, as is the case with debt securities held for the account of customers
registered in "street name". However, these payments will be the responsibility
of the participants and not of DTC, the trustee or us.
Debt securities represented by a global security would be exchangeable for
debt securities represented by certificates with the same terms in authorized
denominations only if:
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o DTC notifies us that it is unwilling or unable to continue as
depository or if DTC ceases to be a clearing agency registered under
applicable law; or
o we instruct the trustee that the global security is now exchangeable;
or
o an event of default has occurred and is continuing.
Covenants
We have agreed to some restrictions on our activities for the benefit of
holders of the debt securities. The restrictive covenants summarized below will
apply (unless the covenants are waived or amended) so long as any of the debt
securities are outstanding unless the prospectus supplement states otherwise. We
have provided a glossary at the end of this prospectus to define capitalized
terms used in the covenants. The prospectus supplement may contain different
covenants. In the covenants, all references to us, we, our and ours mean Amerada
Hess Corporation only and not any of our subsidiaries.
Limitation on Secured Indebtedness. We have agreed that we will not, and we
will not permit any of our Restricted Subsidiaries to, create, assume, incur or
guarantee any Secured Indebtedness unless we secure these debt securities to the
same extent as the Secured Indebtedness. However, we may incur Secured
Indebtedness without securing these debt securities if, immediately after
incurring the Secured Indebtedness, the aggregate amount of all Secured
Indebtedness and the Attributable Debt payable under leases entered into in
connection with sale and leaseback transactions subject to the amount limitation
described below would not exceed 15% of Consolidated Net Tangible Assets. The
aggregate amount of all Secured Indebtedness in the preceding sentence excludes
Secured Indebtedness that is secured to the same extent as these debt securities
and Secured Indebtedness that is being repaid concurrently.
Limitation on Sale and Leaseback Transactions. We have agreed that we will
not, and we will not permit any of our Restricted Subsidiaries to, enter into
any lease longer than three years covering any Principal Property of ours or of
any of our Restricted Subsidiaries that is sold to any other person in
connection with the lease, unless immediately after consummation of the sale and
leaseback transaction either:
o the sum of the Attributable Debt and the aggregate amount of all
Secured Indebtedness, excluding Secured Indebtedness which is secured
to the same extent as these debt securities or that is being repaid
concurrently, does not exceed 15% of Consolidated Net Tangible Assets;
or
o an amount equal to the net proceeds received in connection with such
sale is used within 180 days to retire or redeem indebtedness of ours
or our Restricted Subsidiaries, the proceeds are at least equal to the
fair market value of the property sold and the trustee is informed of
the transaction.
Consolidation, Merger or Sale
We have agreed not to consolidate with or merge into any other person or
convey or transfer substantially all of our properties and assets to any person,
unless:
o the successor is a U.S. corporation; and
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o the successor corporation expressly assumes by a supplemental
indenture the due and punctual payment of the principal of and any
premium or any interest on all the debt securities and the performance
of every covenant in the indenture that we would otherwise have to
perform.
Modification of the Indenture
Under the indenture, our rights and obligations and the rights of the
holders may be modified if the holders of a majority in aggregate principal
amount of the outstanding debt securities of all series voting as a single class
affected by the modification consent. However, no modification of the principal
or interest payment terms, and no modification reducing the percentage required
for modifications, is effective against any holder without its consent.
Events of Default
When we use the term "Event of Default" in the indenture, here are some
examples of what we mean.
Unless otherwise specified in a prospectus supplement, an Event of Default
with respect to a series of debt securities occurs if:
o we fail to pay the principal of, or any premium on, any debt security
when due;
o we fail to pay interest when due on any debt security for 30 days;
o we fail to perform any other covenant in the indenture and this
failure continues for 60 days after we receive written notice of it
from the trustee or from the holders of 25% in principal amount of the
outstanding debt securities of the series;
o we default under any other loans or similar indebtedness in an amount
in excess of $50,000,000 and that default results in the acceleration
of the loan and the situation continues for a period of 20 days after
we receive written notice from the trustee or from holders of 25% of
the principal amount of the outstanding securities of such series; or
o we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of Amerada Hess Corporation for the
benefit of our creditors.
A supplemental indenture may include, or pursuant to a resolution from our
board of directors there may be added, additional Events of Default or changes
to the Events of Default described above with respect to a particular series of
debt securities. For the Events of Default applicable to a particular series of
debt securities, see the prospectus supplement relating to the series.
The trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal or interest) if it considers
withholding of notice to be in the best interests of the holders. No notice of a
covenant default may be given until 30 days after the default occurs. By default
we mean any event which is an Event of Default described above or would become
an Event of Default with the giving of notice or the passage of time.
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If a payment Event of Default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may require us to repay immediately:
o the entire principal of the debt securities of the series or, if the
debt securities are original issue discount securities, the portion of
the principal described in the applicable prospectus supplement; and
o all the accrued interest.
If the default results from a failure to perform a covenant or the
acceleration of other indebtedness, the trustee or the holders of 25% in
aggregate principal amount of all debt securities may require the immediate
payment of principal and interest. If the default is in connection with an event
of bankruptcy or similar event, the principal and interest will become
immediately due and payable.
The holders of a majority of the principal amount of the debt securities of
the affected series can rescind this accelerated payment requirement or waive
any past default or Event of Default or allow us to not comply with any
indenture provision. However, rescission is not permitted if there is a default
in payment of principal of, or premium or interest on, any of the debt
securities of the series apart from the acceleration itself.
Other than its duties during a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this indemnity, the holders of 25% of the principal
amount of any series of debt securities may, subject to limitations, direct the
time, method and place of conducting any proceeding or any remedy available to
the trustee, or exercising any power conferred on the trustee, for any series of
debt securities.
Defeasance
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. Unless otherwise indicated in an applicable
prospectus supplement, if we deposit with the trustee sufficient cash or
government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity date or a redemption date of the debt securities
of a particular series, then we will either be discharged from any and all
obligations in respect of any series of debt securities or we will no longer be
under any obligation to comply with restrictive covenants under the indenture
and certain Events of Default will no longer apply to us.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. These holders may look only to the deposited funds or
obligations for payment.
We must deliver to the trustee a ruling by the United States Internal
Revenue Service or an opinion of counsel to the effect that the deposit and
related defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for federal income tax purposes.
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Concerning the Trustee
The trustee has loaned money to us and provided other services to us in the
past and may do so in the future as a part of its regular business.
PLAN OF DISTRIBUTION
We may sell the offered debt securities through underwriters or dealers,
through agents or directly to one or more purchasers.
Sale Through Underwriters
If we use underwriters in the sale, they will acquire the debt securities
for their own account. The underwriters may resell the debt securities in one or
more transactions, including negotiated transactions at a fixed public offering
price or at varying prices determined at the time of sale. The obligations of
the underwriters to purchase the debt securities will be subject to conditions.
The underwriters will be obligated to purchase all the debt securities of the
series offered if any of the debt securities are purchased. The underwriters
from time to time may change any initial public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers.
Sale Through Agents
We may sell offered debt securities through agents we designate. Unless
indicated in the prospectus supplement, the agents have agreed to use their
reasonable best efforts to solicit purchases for the period of their
appointment.
Direct Sales
We also may sell offered debt securities directly. In this case, no
underwriters or agents would be involved.
General Information
Underwriters, dealers and agents that participate in the distribution of
the offered debt securities may be underwriters as defined in the Securities Act
of 1933. Any discount or commissions they receive from us and any profit they
receive on the resale of the offered debt securities may be treated as
underwriting discounts and commissions under the Securities Act. We will
identify any underwriters or agents, and describe their compensation, in a
prospectus supplement.
We may agree with the underwriters, dealers and agents to indemnify them
against civil liabilities, including liabilities under the Securities Act. We
may also agree to contribute to payments that the underwriters, dealers or
agents may be required to make. Underwriters, dealers and agents may engage in
transactions with, or perform services for, us or our subsidiaries in the
ordinary course of their businesses.
LEGAL OPINIONS
White & Case LLP, New York, New York, will issue an opinion about the
legality of the offered debt securities for us. Davis Polk & Wardwell, New York,
New York, will issue such an opinion on behalf of any agent, underwriter or
dealer.
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EXPERTS
The consolidated balance sheet of Amerada Hess Corporation as of December
31, 2000 and 1999 and the statements of consolidated income, retained earnings,
cash flows, changes in preferred stock, common stock and capital in excess of
par value and comprehensive income for each of the three years in the period
ended December 31, 2000, incorporated by reference in this prospectus, have been
incorporated into this prospectus in reliance on the report of Ernst & Young
LLP, independent auditors, given on the authority of that firm as experts in
accounting and auditing.
GLOSSARY
We have used the following definitions in describing the restrictive
covenants that we have agreed to in the indenture. You can also find the precise
legal definitions of these terms in Section 1.01 of the indenture.
"Attributable Debt" means, when used in connection with a sale and
lease-back transaction referred to in the indenture, on the date upon which the
amount is to be determined, the product of
o the net proceeds from the sale and lease-back transaction multiplied
by
o a fraction, the numerator of which is the number of full years of the
term of the lease relating to the property involved in that sale and
lease-back transaction remaining on that date and the denominator of
which is the number of full years on the term of that lease measured
from the first day of the term.
"Consolidated Net Tangible Assets" means our total assets and those of our
consolidated subsidiaries, less current liabilities and intangible assets.
"Principal Property" means any oil or gas producing property, onshore or
offshore, or any refining or manufacturing plant owned or leased under a capital
lease by us or any of our Restricted Subsidiaries, but does not include any
property that has been determined by a resolution of our board of directors not
to be of material importance to the business conducted by us and our
subsidiaries taken as a whole.
"Restricted Subsidiary" means any Subsidiary that owns or leases, under a
capital lease, any Principal Property.
"Secured Indebtedness" means indebtedness of ours or any Restricted
Subsidiary for borrowed money secured by any lien on (or in respect of any
conditional sale or other title retention agreement covering) any Principal
Property or the stock or indebtedness of a Restricted Subsidiary, but excluding
from such definition all indebtedness:
o secured by liens (or arising from conditional sale or other title
retention agreements) existing on the date of the indenture;
o owing to us or any other Restricted Subsidiary;
o secured by liens on Principal Property or the stock or indebtedness of
Restricted Subsidiaries and existing at the time of acquisition
thereof;
o in connection with industrial development bond, pollution control
revenue bond or similar financings;
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o secured by purchase money security interests;
o secured by liens existing at the time a corporation becomes a
Restricted Subsidiary;
o statutory liens, liens made in connection with bids and other standard
exempted liens;
o liens on oil and/or gas properties or other mineral interests arising
as a security in connection with conducting certain business;
o royalties and other payments to be paid out of production from oil
and/or gas properties or other mineral interests from the proceeds
from their sale; and
o constituting any replacement, extension or renewal of any such
indebtedness to the extent such indebtedness is not increased.
"Subsidiary" means, with respect to any person, any corporation,
association or other business entity of which more than 50% of the outstanding
voting equity is owned, directly or indirectly, by such person and one or more
other subsidiaries of such person.
-13-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee....... $359,468
Printing and engraving expenses........................... 50,000
Trustee fees.............................................. 10,000
Legal fees and expenses................................... 100,000
Accounting fees and expenses.............................. 25,000
Other expenses............................................ 55,532
-------------
Total expenses................................... $600,000
========
Item 15. Indemnification of Directors and Officers.
Amerada Hess Corporation is a Delaware corporation subject to the
applicable provisions of the Delaware General Corporation Law (the "DGCL")
related to the limitation of director liability, indemnification of directors
and officers and insurance against director and officer liability maintained by
a corporation on behalf of directors and officers.
The DGCL permits a corporation's certificate of incorporation to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that the relevant provision does not eliminate or limit the liability
of a director (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for
unlawful payment of a dividend or approval of an unlawful stock purchase or
redemption or (d) for any transaction from which the director derived an
improper personal benefit.
The DGCL permits a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the relevant conduct was unlawful.
In any threatened, pending or completed action or suit by or in the right
of a corporation, the DGCL permits a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any such action or suit by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim or issue as
to which such person shall have been adjudged liable to the corporation unless
and only to the extent that the Court of Chancery or the court in
II-1
which such action was brought determines on application that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or such other court deems proper.
The DGCL requires a corporation to indemnify a director or officer who has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in the previous two paragraphs or in defense of any
claim, issue or matter therein against expenses actually and reasonably incurred
in connection therewith. Corporations may pay expenses incurred by an officer or
director in defending any proceeding in advance of the final disposition of the
matter on receipt of an undertaking by or on behalf of such person to repay such
amount if it is ultimately determined that the person is not entitled to
indemnity. The indemnification provided for by the DGCL is not exclusive of any
other rights to which the indemnified party may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Amerada Hess Corporation's Restated Certificate of Incorporation and
by-laws provide in effect for the indemnification by Amerada Hess Corporation of
each director and officer of Amerada Hess Corporation to the fullest extent
permitted by applicable law. The Underwriting Agreement in connection with the
offering of debt securities provides for the underwriters to indemnify Amerada
Hess Corporation and certain other persons including the directors against
certain liabilities.
Item 16. Exhibits
Exhibit No. Exhibit
- ----------- -------
1 Form of Underwriting Agreement for Debt Securities (incorporated
by reference to Exhibit 1 of Amerada Hess Corporation's Form S-3,
Registration No. 333-79317).
4 Form of Indenture including form of Note (incorporated by
reference to Exhibit 4 of Amerada Hess Corporation's Form S-3,
Registration No. 333-79317).
5 Opinion of White & Case LLP.
12 Statement re Computation of Ratios.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
23.2 Consent of White & Case LLP (included in Exhibit 5).
25 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Chase Manhattan Bank, as trustee under the
Indenture.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
II-2
(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 debt
securities offered therein, and the offering of such debt 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 debt securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities and 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
debt securities offered herein, and the offering of such debt
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has 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 payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the debt securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on July 20, 2001.
AMERADA HESS CORPORATION
By: /s/ John Y. Schreyer
-------------------------------------
Name: John Y. Schreyer
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes each of John B. Hess, J. Barclay Collins II and John Y.
Schreyer as attorney-in-fact, to sign in his or her name and behalf,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments to this registration statement and any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person hereby
ratifying and confirming all that the said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
/s/ John B. Hess Director, Chairman of July 20, 2001
- ------------------------------ the Board and
(John B. Hess) Chief Executive Officer
(Principal Executive Officer)
/s/ W.S.H. Laidlaw Director, President and Chief July 20, 2001
- ------------------------------ Operating Officer
(W.S.H. Laidlaw)
/s/ Nicholas F. Brady
- ------------------------------ Director July 20, 2001
(Nicholas F. Brady)
II-4
/s/ J. Barclay Collins II Director, Executive Vice President July 20, 2001
- ------------------------------ and General Counsel
(J. Barclay Collins II)
/s/ Peter S. Hadley Director July 20, 2001
- ------------------------------
(Peter S. Hadley)
/s/ Edith E. Holiday Director July 20, 2001
- ------------------------------
(Edith E. Holiday)
/s/ William R. Johnson Director July 20, 2001
- ------------------------------
(William R. Johnson)
Director July ____, 2001
- ------------------------
(Thomas H. Kean)
/s/ Frank A. Olson Director July 20, 2001
- ------------------------------
(Frank A. Olson)
/s/ Roger B. Oresman Director July 20, 2001
- ------------------------------
(Roger B. Oresman)
/s/ John Y. Schreyer Director, Executive Vice July 20, 2001
- ------------------------------ President and
(John Y. Schreyer) Chief Financial Officer
(Principal Accounting and
Financial Officer)
Director July ____, 2001
- ------------------------
(William I. Spencer)
/s/ Robert N. Wilson Director July 20, 2001
- ------------------------------
(Robert N. Wilson)
/s/ Robert F. Wright Director July 20, 2001
- ------------------------------
(Robert F. Wright)
II-5
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
1 Form of Underwriting Agreement for Debt Securities (incorporated
by reference to Exhibit 1 of Amerada Hess Corporation's Form S-3,
Registration No. 333-79317).
4 Form of Indenture including form of Note (incorporated by
reference to Exhibit 4 of Amerada Hess Corporation's Form S-3,
Registration No. 333-79317).
5 Opinion of White & Case LLP.
12 Statement re Computation of Ratios.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
23.2 Consent of White & Case LLP (included in Exhibit 5).
25 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Chase Manhattan Bank, as trustee under the
Indenture.
EXHIBIT 5
[LETTERHEAD OF WHITE & CASE LLP]
July 20, 2001
Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
We have acted as counsel for Amerada Hess Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 filed with the Securities and Exchange Commission (the "Commission") on
the date hereof (the "Registration Statement"), pursuant to which the Company
proposes to issue and sell in one or more series from time to time, directly to
purchasers or through agents or underwriters to be designated from time to time,
debt securities (the "Securities"). The Securities are to be issued under an
indenture (the "Indenture") between the Company and The Chase Manhattan Bank, as
Trustee.
In connection with the foregoing, we have examined such certificates
of public officials and certificates of officers of the Company, and the
originals (or copies thereof, certified to our satisfaction) of such corporate
documents and records of the Company, and such other documents, records and
papers as we have deemed relevant in order to give the opinions hereinafter set
forth, including: (i) the Certificate of Incorporation of the Company, (ii) the
By-laws of the Company, (iii) the form of Indenture filed as an exhibit to the
Registration Statement, and (iv) the resolutions of the Board of Directors of
the Company authorizing the registration of the Securities.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto will have become effective and
comply with all applicable laws at the time the Securities are offered or issued
as contemplated by the Registration Statement; (ii) a prospectus supplement will
have been prepared and filed with the Commission describing the Securities
offered thereby and will comply with all applicable laws; (iii) a definitive
underwriting or similar agreement and any other necessary agreement with respect
to any Securities offered or issued will have been duly authorized and validly
executed and delivered by the Company; and (iv) the Board of Directors of the
Company or a duly constituted and acting committee thereof has taken all
necessary corporate action to approve the issuance and terms of the Securities,
we are of the opinion that the Securities, when duly executed, authenticated,
White & Case
Limited Liability Partnership
Amerada Hess Corporation
Page 2
issued and delivered in accordance with the provisions of the Indenture and the
applicable definitive underwriting or similar agreement upon payment of the
consideration therefor provided therein, will be validly issued and will
constitute binding obligations of Amerada Hess Corporation.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing and under the
caption "Legal Opinions" in the Prospectus that is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ White & Case LLP
TBG:KK:LMS
Exhibit 12
AMERADA HESS CORPORATION
Ratio of Earnings to Fixed Charges
(in thousands)
Three Months
Ended March Years Ended December 31,
-------- --------------------------------------------------------------------
31, 2001 2000 1999 1998 1997 1996
-------- ---- ---- ---- ---- ----
Earnings
Consolidated income
before income taxes $ 564,114 $ 1,671,684 $ 701,809 $ (514,111) $ 126,585 $ 1,013,944
Fixed charges (ex-
cluding capitalized 51,559 203,950 195,713 192,838 182,632 209,517
interest)
Amortization of
capitalized interest 4,405 18,310 19,362 19,189 22,821 27,099
Minority interest in
consolidated sub-
sidiary with fixed
charges 33,608 42,479 34,917 5,117 5,141 --
Less: earnings
of equity investees (9,190) (128,315) (9,074) 29,844 (31,525) (25,084)
Distributed earnings
of equity investees -- 9,715 16,176 3,586 2,086 2,086
----------- ----------- ----------- ----------- ----------- -----------
Total earnings
(deficit) $ 644,496 $ 1,817,823 $ 958,903 $ (263,537) $ 307,740 $ 1,227,562
=========== =========== =========== =========== =========== ===========
Fixed Charges
Interest expensed 40,256 162,467 158,222 152,934 136,149 165,501
Interest capitalized -- 2,989 15,754 23,559 10,284 --
----------- ----------- ----------- ----------- ----------- -----------
Total interest
incurred (including
amortization of
debt discount) 40,256 165,456 173,976 176,493 146,433 165,501
Portion of rent expense
representative of
interest (a) 11,303 41,483 37,491 39,904 46,483 44,016
----------- ----------- ----------- ----------- ----------- -----------
Total fixed charges $ 51,559 $ 206,939 $ 211,467 $ 216,397 $ 192,916 $ 209,517
=========== =========== =========== =========== =========== ===========
Ratio of earnings to fixed
charges 12.5 8.8 4.5 (b) 1.6 5.9
=========== =========== =========== =========== =========== ===========
(a) -- Represents management's estimate of the interest portion of rent expense.
(b) -- In 1998, fixed charges of $216,397 combined with a deficit of $263,537 result in a deficiency of $479,934 in the
ratio of earnings to fixed charges. The 1998 loss included special items of $284,679, including $237,000 for
impairment of assets and operating leases, $25,679 for losses on asset sales and $22,000 for severance.
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Amerada Hess
Corporation for the registration of their $3,000,000,000 Debt Securities and to
the incorporation by reference therein of our reports dated February 21, 2001,
with respect to the consolidated financial statements of Amerada Hess
Corporation incorporated by reference in its Annual Report on Form 10-K for the
year ended December 31, 2000, and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
July 20, 2001
Exhibit 25
----------
___________________________________________________________________
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) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (IRS employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
-------------------------------------------------------
AMERADA HESS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-4921002
(State or other jurisdiction of (IRS employer
incorporation or organization) identification No.)
1185 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
----------------------------------------------------
Debt Securities
(Title of the indenture securities)
----------------------------------------------------
GENERAL
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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
DC, 20551.
Federal Reserve Bank of New York, District No 2, 33 Liberty
Street, New York, NY.
Federal Deposit Insurance Corporation, Washington, DC, 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 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, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No 33-50010, which is incorporated by reference On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No
33-50010, which is incorporated by reference On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
-2-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of July, 2001.
THE CHASE MANHATTAN BANK
By /s/Timothy E. Burke
---------------------------
Timothy E. Burke
Vice President
-3-
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2001,
in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................. $ 19,899
Interest-bearing balances ..................................... 23,359
Securities:
Held to maturity securities ........................................ 531
Available for sale securities ...................................... 60,361
Federal funds sold and securities purchased under
agreements to resell .......................................... 50,929
Loans and lease financing receivables:
Loans and leases held for sale ................................ 3,311
Loans and leases, net of unearned income ...................... 153,867
Less: Allowance for loan and lease losses ..................... 2,369
Loans and leases, net of unearned income and
allowance ..................................................... 151,498
Trading Assets ..................................................... 61,673
Premises and fixed assets (including capitalized
leases) ....................................................... 4,387
Other real estate owned ............................................ 39
Investments in unconsolidated subsidiaries and
associated companies .......................................... 429
Customers' liability to this bank on acceptances
outstanding ................................................... 291
Intangible assets
Goodwill ................................................... 1,839
Other Intangible assets .................................... 3,479
Other assets ....................................................... 18,598
------
TOTAL ASSETS $400,623
========
-4-
LIABILITIES
Deposits
In domestic offices ........................................... $131,214
Noninterest-bearing ........................................... 52,683
Interest-bearing .............................................. 78,531
In foreign offices, Edge and Agreement
subsidiaries and IBF's ........................................ 112,394
Noninterest-bearing ........................................ 5,045
Interest-bearing .............................................. 107,349
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................ 61,321
Trading liabilities ................................................ 43,847
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) ..................... 10,309
Bank's liability on acceptances executed and outstanding ........... 291
Subordinated notes and debentures .................................. 6,030
Other liabilities .................................................. 12,004
TOTAL LIABILITIES .................................................. 377,410
Minority Interest in consolidated subsidiaries ..................... 126
EQUITY CAPITAL
Perpetual preferred stock and related surplus ...................... 0
Common stock ....................................................... 1,211
Surplus (exclude all surplus related to preferred stock) .......... 12,714
Retained earnings .............................................. 9,446
Accumulated other comprehensive income ......................... (284)
Other equity capital components .................................... 0
TOTAL EQUITY CAPITAL ............................................... 23,087
------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $400,623
========
I, Joseph L Sclafani, EVP & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B HARRISON JR )
DOUGLAS A WARNER III ) DIRECTORS
LAWRENCE A BOSSIDY )
-5-