Prospectus excerpt: We are offering 10,000,000 shares of our Series B Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, which we refer to in this prospectus supplement as the ÙShares.ˆ
When, as, and if declared by our board of directors or a duly authorized committee of the board, dividends on the Shares will be payable on a non-cumulative basis at a rate per annum equal to 6.518% until the dividend payment date in June 2035, which period is referred to in this prospectus supplement as the ÙInitial Fixed Rate Period.ˆ Thereafter, the dividend rate for the Shares may be at a Fixed Rate determined through remarketings of the Shares for specific periods of varying length not less than six months or may be at a Floating Rate reset quarterly and will equal 2.10% plus the highest of the 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury CMT for the related dividend period. The dividend payment dates will be the 30th day of each March, June, September and December, or the next business day if any such day is not a business day, commencing September 30, 2005.
The certificate of designations for the Shares prohibits the declaration of dividends on the Shares, except out of the net proceeds of common stock issued during the 90 days prior to the date of declaration, if we fail to meet specified capital adequacy, net income or shareholders? equity levels. See ÙDescription of the Shares ? Restrictions on Declaration and Payment of Dividends.ˆ The Shares are not redeemable prior to the dividend payment date in June 2015. On and after that date, we may, at our option, redeem the Shares at a price of $25 per share plus accrued and unpaid dividends for the then current dividend period to the date of redemption, if any.
Concurrently with this offering of the Shares, we are offering 3,000,000 shares of our Series A Non?Cumulative Perpetual Preferred Stock, par value $0.01 and liquidation preference $100 per share, which we refer to in this prospectus supplement as the ÙSeries A Preferred Stock.ˆ The Series A Preferred Stock will be offered pursuant to a separate prospectus supplement. Neither offering is contingent upon the other.