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0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
(iii) To the best knowledge of the Company, after consultation with counsel, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company, NSB or any other Subsidiary of the Company in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company, or the consummation by the Company of the transactions contemplated hereby and thereby, the failure to obtain such which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, except for (A) the filing with the Securities and Exchange Commission ("SEC") of (1) a proxy statement (as amended or supplemented from time to time, the "Proxy Statement") relating to the meeting of the Company's stockholders at which a vote is held on the Merger (the "Company Stockholders Meeting") and (2) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby and the obtaining from the SEC of such orders as may be required in connection therewith, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (C) the filing of such notices, applications, filings, authorizations, orders and approvals as may be required under federal and state thrift and banking laws, and with and of federal and state thrift and banking authorities and approval of same (collectively, the "Banking Approvals"), and (D) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of the rules of the American Stock Exchange (the "Amex"), or which are required under consumer finance, mortgage banking and other similar laws.
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
Except as otherwise required by law or the rules of the American Stock Exchange, so long as this Agreement is in effect, neither the Company nor Parent shall, or shall permit any of its subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement or the Stock Option Agreement without the consent of the other party, which consent shall not be unreasonably withheld.
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
Northbay Financial Corporation common stock is listed on the American Stock Exchange (AMEX).
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
(c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share at which a tender offer or exchange offer has been made for shares of Issuer Common Stock after the date hereof and on or prior to the Request Date (or any other applicable determination date), (ii) the price per share to be paid by any third party for shares of Issuer Common Stock or the consideration per share to be received by holders of Issuer Common Stock, in each case pursuant to an agreement with Issuer for a merger or other business combination entered into on or prior to the Request Date (or any other applicable determination date), (iii) the highest price per share paid by any third party to acquire from a stockholder of Issuer, in one transaction or in a series of related transactions, an aggregate amount of Issuer Common Stock of 10% or more of the outstanding Issuer Common Stock or (iv) the highest bid price per share of Issuer Common Stock as quoted on the American Stock Exchange or, if not so quoted, on the principal trading market on which such shares are traded as reported by a recognized source during the 60 business days preceding the Request Date (or any other applicable determination date).
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
The closing price per share for the Northbay Common Stock as reported on the American Stock Exchange on November 9, 1995, the last full trading day prior to the public announcement of the execution of the Merger Agreement, was $13.00.
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
(c) As used herein, (i) "Current Market Price" means the average closing bid price per share of Issuer Common Stock as quoted on the American Stock Exchange or, if not so quoted, on the principal trading market on which such shares are traded as reported by a recognized source for the 10 business days preceding the date of the Issuer's request for repurchase pursuant to this Section 9 and (ii) "Grantee's pretax per share carrying cost" shall be the amount equal to the interest on the aggregate Option Price paid for the shares of Issuer Common Stock purchased from the date of purchase to the date of repurchase at the rate of interest announced by Parent as its prime or base lending or reference rate during such period, less any dividends received on the shares so purchased, divided by the number of shares so purchased.
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
In addition, such reports, proxy statements and other information can be inspected at the offices of the American Stock Exchange, Inc., 88 Trinity Place, New York, New York 10006.
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
American
|
The Common Stock of Northbay is listed and traded on the American Stock Exchange (AMEX) under the symbol "NBF."
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
masculine
|
The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.
|
0000928385-96-000011
|
0000928385-96-000011_0000.txt
| 1996-01-11T00:00:00
|
feminine
|
The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
Asian
|
Foreign investments may include: (a) debt obligations issued or guaranteed by foreign sovereign governments or their agencies, authorities, instrumentalities or political subdivisions, including a foreign state, province or municipality; (b) debt obligations of supranational organizations such as the World Bank, Asian Development Bank, European Investment Bank, and European Economic Commu- nity; (c) debt obligations of foreign banks and bank holding companies; (d) debt obligations of domestic banks and corporations issued in foreign curren- cies; (e) debt obligations denominated in the European Currency Unit (ECU); (f) foreign corporate debt securities and commercial paper; and (g) private place- ments.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
Asian
|
Foreign investments may include: (a) debt obligations issued or guaranteed by foreign sovereign governments or their agencies, authorities, instrumentalities or political subdivisions, including a foreign state, province or municipality; (b) debt obligations of supranational organizations such as the World Bank, Asian Development Bank, European Investment Bank, and European Economic Commu- nity; (c) debt obligations of foreign banks and bank holding companies; (d) debt obligations of domestic banks and corporations issued in foreign curren- cies; (e) debt obligations denominated in the European Currency Unit (ECU); and (f) foreign corporate debt securities and commercial paper.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
The small size and inexperience of the se- curities markets in certain of these countries and the limited volume of trad- ing in securities in these countries may make investments in the countries il- liquid and more volatile than investments in Japan or most Western European countries.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
Foreign investments may include: (a) debt obligations issued or guaranteed by foreign sovereign governments or their agencies, authorities, instrumentalities or political subdivisions, including a foreign state, province or municipality; (b) debt obligations of supranational organizations such as the World Bank, Asian Development Bank, European Investment Bank, and European Economic Commu- nity; (c) debt obligations of foreign banks and bank holding companies; (d) debt obligations of domestic banks and corporations issued in foreign curren- cies; (e) debt obligations denominated in the European Currency Unit (ECU); (f) foreign corporate debt securities and commercial paper; and (g) private place- ments.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
Foreign investments may include: (a) debt obligations issued or guaranteed by foreign sovereign governments or their agencies, authorities, instrumentalities or political subdivisions, including a foreign state, province or municipality; (b) debt obligations of supranational organizations such as the World Bank, Asian Development Bank, European Investment Bank, and European Economic Commu- nity; (c) debt obligations of foreign banks and bank holding companies; (d) debt obligations of domestic banks and corporations issued in foreign curren- cies; (e) debt obligations denominated in the European Currency Unit (ECU); and (f) foreign corporate debt securities and commercial paper.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
Each Portfolio (other than the Index Master Portfolio) may invest in both sponsored and unsponsored American Depository Receipts ("ADRs"), European Depository Receipts ("EDRs"), Global Depository Receipts ("GDRs") and other similar global instruments.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in these coun- tries may make investments in the countries illiquid and more volatile than in- vestments in Japan or most Western European countries.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
The Index Master Portfolio may purchase debt securities of supranational organizations such as the European Coal and Steel Community, the European Economic Community and the World Bank, which are charted to promote economic development.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
The Portfolio may use forward foreign currency exchange contracts to hedge against movements in the value of foreign currencies (including the "ECU" used in the European Community) relative to the U.S. dollar in connection with specific portfolio transactions or with respect to portfolio positions.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
European
|
The International Equity and International Emerging Markets Portfolios may use forward foreign currency exchange contracts to hedge against movements in the value of foreign currencies (including the European Currency Unit (ECU)) rela- tive to the U.S. dollar in connection with specific portfolio transactions or with respect to portfolio positions.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
American
|
ADRs typically are issued by an American bank or trust company and evidence ownership of underlying securities issued by a foreign corporation.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
American
|
A Portfolio will not invest more than 5% of its net assets, taken at market value, in warrants, or more than 2% of its net assets, taken at market value, in warrants not listed on the New York or American Stock Exchanges.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
American
|
Examples of the types of U.S. Government obligations which the Portfolios may hold include U.S. Treasury bills, Treasury instruments and Treasury bonds and the obligations of Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing Administration, the Farmers Home Administration, the Export-Import Bank of the United States, the Small Business Administration, FNMA, GNMA, the General Services Administration, the Student Loan Marketing Association, the Central Bank for Cooperatives, FHLMC, the Federal Intermediate Credit Banks, the Maritime Administration, the International Bank for Reconstruction and Development (the "World Bank"), the Asian-American Development Bank and the Inter-American Development Bank.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
American
|
Each Portfolio (other than the Index Master Portfolio) may invest in both sponsored and unsponsored American Depository Receipts ("ADRs"), European Depository Receipts ("EDRs"), Global Depository Receipts ("GDRs") and other similar global instruments.
|
0000950130-96-000092
|
0000950130-96-000092_0000.txt
| 1996-01-11T00:00:00
|
Asian-American
|
Examples of the types of U.S. Government obligations which the Portfolios may hold include U.S. Treasury bills, Treasury instruments and Treasury bonds and the obligations of Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing Administration, the Farmers Home Administration, the Export-Import Bank of the United States, the Small Business Administration, FNMA, GNMA, the General Services Administration, the Student Loan Marketing Association, the Central Bank for Cooperatives, FHLMC, the Federal Intermediate Credit Banks, the Maritime Administration, the International Bank for Reconstruction and Development (the "World Bank"), the Asian-American Development Bank and the Inter-American Development Bank.
|
0000719271-96-000007
|
0000719271-96-000007_0000.txt
| 1996-01-12T00:00:00
|
American
|
At December 31, 1994 the Company had utilized substantially all of its net operating loss and tax credit carryforwards, but anticipated the generation of additional tax attributes during 1995 from the continued winddown of its subsidiary, American Freight System, Inc. ("AFS") - See Note 6.
|
0000950168-96-000043
|
0000950168-96-000043_0006.txt
| 1996-01-12T00:00:00
|
American
|
(b) Performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS NO.
|
0000893877-96-000005
|
0000893877-96-000005_0002.txt
| 1996-01-12T00:00:00
|
European
|
If fewer than two quotations are provided, LIBOR in respect of that LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on that LIBOR Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having the Index Maturity designated on the face hereof commencing on the second London Banking Day immediately following that LIBOR Interest Determination Date and in a principal amount equal to an amount of not less than U.S. $1 million that is representative for a single transaction in such market at such time; provided, however, that if the banks in The City of New York selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with respect to such LIBOR Interest Determination Date will be LIBOR in effect on such LIBOR Interest Determination Date.
|
0000098618-96-000003
|
0000098618-96-000003_0000.txt
| 1996-01-12T00:00:00
|
American
|
Mr. Gordon is also on the Board of Directors of the Kempe Center for the Prevention of Child Abuse in Denver, Colorado and the American Red Cross Denver Chapter.
|
0000098618-96-000003
|
0000098618-96-000003_0000.txt
| 1996-01-12T00:00:00
|
Chinese
|
Due to the equipment low capital cost, the Chinese people see that their currency can stretch much further and accomplish a great deal more with regard to their air pollution control problem.
|
0000098618-96-000003
|
0000098618-96-000003_0000.txt
| 1996-01-12T00:00:00
|
Chinese
|
In November of 1995, at the request of high ranking officials in the Chinese Government, Alanco held a news conference sponsored by
|
0000950168-96-000043
|
0000950168-96-000043_0002.txt
| 1996-01-12T00:00:00
|
European
|
If fewer than two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M. in the applicable Principal Financial Center (as defined below), on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center selected by the Calculation Agent for loans in the LIBOR Currency to leading European banks, having the Index Maturity specified on the face hereof commencing on the applicable Interest Reset Date and in a principal amount that is representative for a single transaction in such LIBOR Currency in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined on such LIBOR Interest determination Date will be LIBOR then in effect on such LIBOR Interest Determination Date.
|
0000899243-96-000019
|
0000899243-96-000019_0007.txt
| 1996-01-12T00:00:00
|
American
|
North American Technologies Group, Inc. 4710 Bellaire Blvd., Suite 301
|
0000899243-96-000019
|
0000899243-96-000019_0007.txt
| 1996-01-12T00:00:00
|
American
|
Pursuant to that certain Stock Option Agreement, dated as of ____________, 1995, as amended to date (the "Agreement"), by and between North American Technologies Group, Inc., a Delaware corporation (the "Company"), and the undersigned, and subject to the vesting periods set forth therein, the undersigned hereby irrevocably elects to exercise an option to acquire ________________ shares of _____________________________, at an exercise price of $____ per share, or an aggregate purchase price of $__________.
|
0000950134-96-000104
|
0000950134-96-000104_0002.txt
| 1996-01-12T00:00:00
|
American
|
I noted no matters involving the internal control structure and its operation that I consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants.
|
0000950130-96-000108
|
0000950130-96-000108_0018.txt
| 1996-01-12T00:00:00
|
American
|
(a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively and finally by expedited arbitration, conducted before a single arbitrator in New York, New York, in accordance with the rules governing employment disputes then in effect of the American Arbitration Association and the procedures set forth on Exhibit A hereto.
|
0000845613-96-000003
|
0000845613-96-000003_0000.txt
| 1996-01-11T00:00:00
|
American
|
General and administrative expense for the nine month period ended September 30, 1995 decreased $64,000 primarily due to a decrease in nonrecurring costs associated with listing the Company's stock on the American Stock Exchange in January, 1994 of $68,000.
|
0000070668-96-000005
|
0000070668-96-000005_0000.txt
| 1996-01-12T00:00:00
|
American
|
Mr. Forese also serves as a director of American Management Systems, Inc. and Lexmark International, Inc.
|
0000070668-96-000005
|
0000070668-96-000005_0000.txt
| 1996-01-12T00:00:00
|
American
|
He also serves as a director of the American Farmland Trust and several mutual funds, including certain Alliance Capital Funds and the Pioneer Funds.
|
0001002241-96-000001
|
0001002241-96-000001_0000.txt
| 1996-01-12T00:00:00
|
American
|
; domiciled outside the U.S. if its shares trade in U.S. markets in dollar denominations; in American Depository Shares or Receipts ("ADR's" or "ADS's"), real estate investment trusts ("REIT's") and/or in cash and equivalent securities.
|
0001002241-96-000001
|
0001002241-96-000001_0000.txt
| 1996-01-12T00:00:00
|
American
|
The remainder of its assets (no more than 10%) may be invested in securities of companies with market capitalizations below $20 million; above $1,000,000,000; domiciled outside the U.S. if its shares trade in U.S. markets in dollar denominations; in American Depository Shares or Receipts ("ADR's" or "ADS's"), real estate investment trusts ("REIT's) and/or in cash and equivalent securities.
|
0000950130-96-000101
|
0000950130-96-000101_0001.txt
| 1996-01-12T00:00:00
|
European
|
4064/89 of December 21, 1989 on the Control of Concentrations Between Undertakings, OJ (1989) L 395/1 and the regulations and decisions of the Councilor Commission of the European Community (the "COMMISSION") or other organs of the European Union or European Community implementing such regulations.
|
0000950130-96-000101
|
0000950130-96-000101_0001.txt
| 1996-01-12T00:00:00
|
American
|
(a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively and finally by expedited arbitration, conducted before a single arbitrator in New York, New York, in accordance with the rules governing employment disputes then in effect of the American Arbitration Association and the procedures set forth on Exhibit A hereto.
|
0000950124-96-000214
|
0000950124-96-000214_0000.txt
| 1996-01-12T00:00:00
|
American
|
In addition, the Company, on behalf of the Small Cap Value Fund has represented to the Texas State Securities Board that the Fund will (1) not invest in oil, gas or mineral leases or purchase or sell real property (including limited partnership interests, but excluding readily marketable securities of companies which invest in real estate) and (2) not invest more than 5% of its net assets in warrants valued at the lower of cost or market, provided, that included within that amount, but not to exceed 2% of net assets, may be warrants which are not listed on the New York or American Stock Exchanges.
|
0000950124-96-000214
|
0000950124-96-000214_0000.txt
| 1996-01-12T00:00:00
|
American
|
FOREIGN SECURITIES - Consistent with the foregoing investment policies, each of the Funds (excluding the Money Market Fund) may invest up to 10% of its assets in foreign securities, either directly or through the purchase of sponsored and unsponsored American Depository Receipts ("ADRs").
|
0000950124-96-000214
|
0000950124-96-000214_0000.txt
| 1996-01-12T00:00:00
|
American
|
Consistent with the foregoing investment policies, the Fund may invest up to 10% of its assets in foreign securities, either directly or through the purchase of sponsored and unsponsored American Depository Receipts ("ADRs").
|
0000950124-96-000214
|
0000950124-96-000214_0000.txt
| 1996-01-12T00:00:00
|
American
|
In addition, the Company, on behalf of the Equity Fund, the Short/Intermediate Fund and the Fixed Income Fund, has represented to the Texas State Securities Board that each of those Funds will (1) not invest in oil, gas or mineral leases or purchase or sell real property (including limited partnership interests, but excluding readily marketable securities of companies which invest in real estate) and (2) not invest more than 5% of their net assets in warrants valued at the lower of cost or market, provided, that included within that amount, but not to exceed 2% of net assets, may be warrants which are not listed on the New York or American Stock Exchanges.
|
0000950124-96-000214
|
0000950124-96-000214_0000.txt
| 1996-01-12T00:00:00
|
European
|
The Short/Intermediate Fund and the Fixed Income Fund may each invest in obligations of the Export-Import Bank of the United States, in U.S. dollar denominated international bonds for which the primary trading market is in the United States ("Yankee Bonds"), or for which the primary trading market is abroad ("Eurodollar Bonds"), and in Canadian Bonds and bonds issued by institutions organized for a specific purpose, such as the World Bank and the European Economic Community, by two or more sovereign governments ("Supranational Agency Bonds").
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
European
|
Currently, the Trust has fifteen series: the Portfolios, Liquid Assets Portfolio, Asset Management Portfolio II, Asset Management Portfolio III, Global High Yield Securities Portfolio, Latin American Equity Portfolio, Small Cap Portfolio, Pacific Basin Equity Portfolio, European Equity Portfolio, International Bond Portfolio, Growth and Income Portfolio and 100% Treasury Portfolio.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
European
|
Chairman and Chief Executive Officer, Schneider S.A. Director and member of the European Advisory Board of Bankers Trust and Director of Bankers Trust New York Corporation.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
European
|
The economies of most of the Asian countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the European Community.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
European
|
Many Asian countries may be subject to a greater degree of social, political and economic instability than is the case in the United States and European countries.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
European
|
5 relating to European Equity Portfolio; Part A and Part B of Amendment No.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Latin American
|
7 relating to Global High Yield Securities Portfolio, Latin American Equity Portfolio, Small Cap Portfolio and Pacific Basin Equity Portfolio; Part A and Part B of Amendment No.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Latin American
|
Currently, the Trust has fifteen series: the Portfolios, Liquid Assets Portfolio, Asset Management Portfolio II, Asset Management Portfolio III, Global High Yield Securities Portfolio, Latin American Equity Portfolio, Small Cap Portfolio, Pacific Basin Equity Portfolio, European Equity Portfolio, International Bond Portfolio, Growth and Income Portfolio and 100% Treasury Portfolio.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Latin American
|
Growth and Income Portfolio 0 Asset Management Portfolio II 1 Asset Management Portfolio III 1 Global High Yield Securities Portfolio 1 Latin American Equity Portfolio 1 Pacific Basin Equity Portfolio 1 U. S. Bond Index Portfolio 1 Equity 500 Equal Weighted Index Portfolio 1 Small Cap Index Portfolio 1
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
American
|
Each Portfolio's investment in warrants will not exceed more than 5% of its assets (2% with respect to warrants not listed on the New York or American Stock Exchanges).
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
American
|
Currently, the Trust has fifteen series: the Portfolios, Liquid Assets Portfolio, Asset Management Portfolio II, Asset Management Portfolio III, Global High Yield Securities Portfolio, Latin American Equity Portfolio, Small Cap Portfolio, Pacific Basin Equity Portfolio, European Equity Portfolio, International Bond Portfolio, Growth and Income Portfolio and 100% Treasury Portfolio.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
American
|
Also a Director of American Express Company, Corning Incorporated, Dow Jones, Inc., J.C. Penney Company, Inc., RJR Nabisco Inc., Revlon Group Incorporated, Ryder System, Inc., Sara Lee Corporation, Union Carbide Corporation and Xerox Corporation.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
American
|
Growth and Income Portfolio 0 Asset Management Portfolio II 1 Asset Management Portfolio III 1 Global High Yield Securities Portfolio 1 Latin American Equity Portfolio 1 Pacific Basin Equity Portfolio 1 U. S. Bond Index Portfolio 1 Equity 500 Equal Weighted Index Portfolio 1 Small Cap Index Portfolio 1
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
American
|
7 relating to Global High Yield Securities Portfolio, Latin American Equity Portfolio, Small Cap Portfolio and Pacific Basin Equity Portfolio; Part A and Part B of Amendment No.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Asian
|
The enactment by the United States or other principal trading partners of protectionist trade legislation, reduction of foreign investment in the local economies and general declines in the international securities markets could have a significant adverse effect upon the securities markets of the Asian countries.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Asian
|
This placed Malaysia as one of the fastest growing economies in the Asian-Pacific region.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Asian
|
The economies of most of the Asian countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the European Community.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Asian
|
Many Asian countries may be subject to a greater degree of social, political and economic instability than is the case in the United States and European countries.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Asian
|
Recent and future developments in Japan and neighboring Asian countries may lead to changes in policy that might adversely affect the EAFE Equity Index Portfolio.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
religious
|
Such instability may result from (i) authoritarian governments or military involvement in political and economic decision-making; (ii) popular unrest associated with demands for improved political, economic and social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; and (v) ethnic, religious and racial disaffection.
|
0000922326-96-000007
|
0000922326-96-000007_0000.txt
| 1996-01-12T00:00:00
|
Chinese
|
Hong Kong's impending return to Chinese dominion in 1997 has not initially had a positive effect on its economic growth which was vigorous in the 1980s.
|
0000950134-96-000093
|
0000950134-96-000093_0000.txt
| 1996-01-12T00:00:00
|
Latin
|
In the past two years, the Company has commenced an exploration program in many areas of increasing interest throughout Latin America and Africa.
|
0000950134-96-000093
|
0000950134-96-000093_0000.txt
| 1996-01-12T00:00:00
|
Latin American
|
The Company has also independently financed the acquisition of mineral properties and conducted exploration and drilling programs and implemented mine development and production from mineral properties in the western United States and exploration programs in Latin American and Africa.
|
0000950134-96-000093
|
0000950134-96-000093_0000.txt
| 1996-01-12T00:00:00
|
American
|
The Company has also independently financed the acquisition of mineral properties and conducted exploration and drilling programs and implemented mine development and production from mineral properties in the western United States and exploration programs in Latin American and Africa.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
Mexican
|
With 700,000 U.S. jobs tied to the Mexican economy, the Clinton administration had no alternative but to proceed with emergency stop gap funding to alleviate the immediate liquidity problem.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
Mexican
|
The recent liquidity crisis causing the Mexican Government to devalue the peso will make it virtually impossible to have a normal trading relationship with this important partner.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
European
|
During the first half of the year, over 80% of the fund was invested in European bonds.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
European
|
Along with improving economies in Europe and strengthening currencies against the U.S. dollar, the European equity markets were firmer.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
European
|
As the year progressed, European bond exposure was consolidated towards "core" Europe, and holdings of French and German bonds were increased to 45% of the total portfolio.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
European
|
Most European currency exposure was hedged back to the dollar, although an opportunistic exposure to the undervalued Italian lira was taken during the first half of the year.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
European
|
The recent weakness of the U.S. dollar versus the Japanese yen and German mark should, to some extent, improve our ability to export goods and services to our European and Asian trading partners.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
Asian
|
The recent weakness of the U.S. dollar versus the Japanese yen and German mark should, to some extent, improve our ability to export goods and services to our European and Asian trading partners.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
Latin
|
The fund's investments in Latin America were somewhat reduced; however, we continue to favor emerging markets in the long run.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
Latin
|
Emerging markets suffered a very turbulent year, particularly in Latin America.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
American
|
Overseas Shipholding Group............ 6,900 160 Medical Products & Services (0.1%) Potash of Saskatchewan................ 17,300 618 Policy Management Systems*............ 44,200 1,995 Paper & Paper Products (7.7%) Nordsk Hydro A.S., ADR................ 66,000 2,492 Photographic Equipment & Supplies (2.1%) American Real Estate Partners*........ 125,100 985 Essex Property Trust.................. 161,000 2,595
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
American
|
J. C. Penney......................... 4,000 172 May Department Stores................ 6,000 219 Toys "R" Us*......................... 6,500 181 American Telephone & Telegraph....... 5,500 284 Dominion Resources of Virginia....... 4,500 171 General Public Utilities............. 4,000 121 Pacific Gas and Electric............. 7,000 179 Associates, N.A.
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
American
|
Food, Beverage & Tobacco, continued: Columbia Gas System................. 14,600 380 National Fuel Gas................... 25,000 681 Aetna Life & Casualty............... 107,400 5,773 Alexander & Alexander Services...... 92,100 2,003 American Premier Underwriter........ 40,000 985 Brierley Investments, ADR........... 625,000 900 Old Republic International.......... 110,000 2,723 Reinsurance Group of America........ 19,200 535 Lumber & Wood Products (0.5%) Black & Decker...................... 266,400 7,126 Alexander & Baldwin................. 92,800 2,018
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
American
|
AMBAC-American Municipal Bond Assurance Company
|
0000950130-96-000092
|
0000950130-96-000092_0084.txt
| 1996-01-11T00:00:00
|
American
|
General Mills..................... 22,600 $ 1,370 American International Group...... 26,500 2,749 American Re Insurance*............ 67,200 2,293 Automatic Data Processing......... 42,000 2,583 Dun & Bradstreet.................. 32,000 1,652 Policy Management Systems*........ 44,000 1,986 International Game Technology..... 107,000 1,498 Paper & Paper Products (3.3%)
|
0000058091-96-000002
|
0000058091-96-000002_0002.txt
| 1996-01-12T00:00:00
|
European
|
(iv) the Company may sell or otherwise dispose of all or substantially all of its assets (other than stock and Debt of Subsidiaries, which may only be sold or otherwise disposed of pursuant to paragraph 6B(4)) to any Person for consideration which represents the fair market value (as determined in good faith by the Board of Directors of the Company) at the time of such sale or other disposition if (a) the acquiring Person is organized under the laws of the District of Columbia , any state of the United States of America, Japan or any country which is a member off the European Community (or any successor organization or association) and has expressly assumed in writing the obligations of the Company under this Agreement and the Notes (which assumption shall be pursuant to an agreement in the form attached hereto as Exhibit E) and the Company shall have caused to be delivered to each holder of Notes an opinion of independent counsel reasonably satisfactory to the Required Holders of the Notes, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof (which opinion may be subject to bankruptcy and other customary except ions), and (b) no Default or Event of Default exists or would exist immediately after giving effect to such sale or disposition;
|
0000058091-96-000002
|
0000058091-96-000002_0002.txt
| 1996-01-12T00:00:00
|
European
|
(iii) the Company may merge or consolidate with any other solvent corporation, provided that (a) the Company shall be the continuing or surviving corporation or (b) if the continuing or surviving corporation is not the Company, such continuing or surviving corporation is organized under the laws of the District of Columbia, any state of the United States of America, Japan or any country which is a member of the European Community (or any successor organization or association) a nd has expressly assumed in writing the obligations of the Company under this Agreement and the Notes (which assumption shall be pursuant to an agreement in the form attached hereto as Exhibit E) and the Company shall have caused to be delivered to each holder of Notes an opinion of independent counsel reasonably satisfactory to the Required Holders of the Notes, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof (which opinion may be subject to bankruptcy and other customary exceptions), and (c) no Default or Event of Default exists or would exist immediately after giving effect to such merger or consolidation,
|
0000889812-96-000025
|
0000889812-96-000025_0001.txt
| 1996-01-12T00:00:00
|
American
|
Our consideration of the internal control structure would not necessarily disclose all matters in the internal control structure that might be material weaknesses under standards established by the American Institute of Certified Public Accountants.
|
0000062418-96-000001
|
0000062418-96-000001_0000.txt
| 1996-01-12T00:00:00
|
American
|
FMC is a manufacturer of fuel system components for the North American automotive and truck industries, with annual sales of approximately $60,000,000.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
Mr. Schachman has also served as President of Philadelphia Gas Works and was a director of the American Gas Association.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
The Company estimates that these targeted applications had annual sales of approximately $2 billion of the approximately $6 billion combined North-American and Asian-Pacific commercial air conditioning markets in 1994.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
In 1995, the Desert Cool(Trademark) system became the first desiccant-based unit ever to receive the 'Blue Star' certification for safety and quality from the American Gas Association.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
In addition, gas utilities sponsored the initial test sites for the Desert Cool(Trademark) system, and have formed a consortium, under the auspices of the American Gas Cooling Center to promote the Partnership's natural gas systems.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
The Partnership's natural gas systems have been awarded the 'Blue Star' certification for safety and quality by the American Gas Association
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
The North American commercial air conditioning market was approximately $2.8 billion in 1994, according to the DRI Study, and is expected to increase to approximately $3.7 billion by the year 2000.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
Mr. Hanuschek has a Bachelor of Science degree in Accounting from Pennsylvania State University and is a member of the American and Pennsylvania Institutes of Certified Public Accountants.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
Since December 1994, the Partnership has (i) acquired from Ciba-Geigy the honeycomb substrate manufacturing facility in Miami, Florida, (ii) entered into a five year license agreement with Chung-Hsin, Taiwan's largest air conditioning manufacturer, for Chung-Hsin to manufacture and sell the Partnership's climate control systems on an exclusive basis in Taiwan and on a non-exclusive basis in mainland China, (iii) received the 'Blue Star' certification for safety and quality for its natural gas operated systems from The American Gas Association Laboratory and (iv) hired a Vice President of Operations, Vice President of Marketing and North American Sales and Vice President of Market Development, and a new Chief Operating Officer.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
Prior to joining the Company, Mr. Wilson held a series of senior management positions with United Technologies Corporation from 1980 to 1991, including most recently as Senior Vice President of its Commercial/Industrial Group and prior thereto as President and Chief Executive Officer of Carrier, President of European Operations for Otis Elevator Company, President of Latin American Operations for Otis Elevator Company, and Vice President of Otis Elevator Company responsible for manufacturing planning.
|
0000950115-96-000012
|
0000950115-96-000012_0000.txt
| 1996-01-11T00:00:00
|
American
|
o Improved Indoor Air Quality -- Ventilation standards recommended by the American Society of Heating, Refrigeration and Air Conditioning Engineers ('ASHRAE') and incorporated into many state and local building codes throughout the country for new building construction now require that as much as 200-300% more fresh air be circulated into buildings compared to prior ventilation standards to reduce indoor air pollutants associated with 'Sick Building Syndrome.'
|
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