EX-25.1
Published on May 8, 2008
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
AMERICAN STOCK TRANSFER & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New
York
|
13-3439945 |
|
(State of incorporation | (I.R.S. employer | |
if not a national bank)
|
identification No.) | |
59 Maiden Lane
|
||
New
York, New York
|
10038 |
|
(Address of trustees |
(Zip Code) | |
principal executive offices) |
TTM TECHNOLOGIES, INC.
(Exact name of obligor as specified in its charter)
Delaware
|
91-1033443 |
|
(State or other jurisdiction of
|
(I.R.S. employer | |
incorporation or organization)
|
identification No.) | |
2630 South Harbor Boulevard |
||
Santa Ana, California
|
92704 |
|
(Address of principal executive
|
(Zip Code) | |
offices) |
Convertible Senior Notes due 2015
(Title of the Indenture Securities)
-2-
GENERAL
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, Albany, New York |
b. Whether it is authorized to exercise corporate trust powers. |
The Trustee is authorized to exercise corporate trust powers. |
2. | Affiliations with Obligor and Underwriters. | |
If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
3. | Voting Securities of the Trustee. | |
Furnish the following information as to each class of voting securities of the trustee: |
As of April 30, 2008
COL. A | COL. B | |||
Title of Class | Amount Outstanding | |||
Common Shares par value $600 per share. |
1,000 shares |
4. | Trusteeships under Other Indentures. | |
None. |
-3-
5. | Interlocking Directorates and Similar Relationships with the Obligor or Underwriters. | |
None. | ||
6. | Voting Securities of the Trustee Owned by the Obligor or its Officials. | |
None. | ||
7. | Voting Securities of the Trustee Owned by Underwriters or their Officials. | |
None. | ||
8. | Securities of the Obligor Owned or Held by the Trustee. | |
None. | ||
9. | Securities of Underwriters Owned or Held by the Trustee. | |
None. | ||
10. | Ownership or Holdings by the Trustee of Voting Securities of Certain Affiliates or Security Holders of the Obligor. | |
None. | ||
11. | Ownership or Holdings by the Trustee of any Securities of a Person Owning 50 Percent or More of the Voting Securities of the Obligor. | |
None. | ||
12. | Indebtedness of the Obligor to the Trustee. | |
None. |
-4-
13. | Defaults by the Obligor. | |
None. | ||
14. | Affiliations with the Underwriters. | |
None. | ||
15. | Foreign Trustee. | |
Not applicable. |
-5-
16. | List of Exhibits. |
T-1.1 - | A copy of the Organization Certificate of American Stock Transfer & Trust Company, as amended to date Exhibit A |
T-1.4 - | A copy of the By-Laws of American Stock Transfer & Trust Company, as amended to date Exhibit B |
T-1.6 - | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 Exhibit C |
T-1.7 - | A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority Exhibit D |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
American Stock Transfer & Trust Company, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility and
qualification 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 6th day of May,
2008.
AMERICAN STOCK TRANSFER | ||||||
& TRUST COMPANY | ||||||
Trustee | ||||||
BY: | /s/ Herb Lemmer | |||||
Vice President |
Exhibit A
State of New York
Banking Department
Banking Department
I, DAVID S. FREDSALL, Deputy Superintendent of Banks of the State of New York, DO HEREBY
APPROVE the annexed certificate entitled AMENDED AND RESTATED ORGANZIATION CERTIFICATE OF
AMERICAN STOCK TRANSFER & TRUST COMPANY Under Section 8007 of the Banking Law, dated September
22, 2005 providing for a change in the address of the corporations principal office, and to
clarify the Companys ability to administer common or collective trusts.
Witness, my hand and official seal of the Banking Department at the City of New York, this
third day of November in the Year of our Lord Two Thousand and Five.
/s/ David S. Fredsall | ||||
Deputy Superintendent of Banks | ||||
AMENDED AND RESTATED ORGANIZATION CERTIFICATE
OF AMERICAN STOCK TRANSFER & TRUST COMPANY
UNDER SECTION 8007 OF THE BANKING LAW
We, the undersigned, MICHAEL KARFUNKEL and CLARA KARFUNKEL, being respectively the President
and Secretary of American Stock Transfer & Trust Company, do hereby certify that:
1. The name of the corporation is American Stock Transfer & Trust Company. The name under
which the corporation was originally formed was American Trust Company. The name of the
corporation was changed from American Trust Company to American Stock Transfer & Trust
Company by a Certificate of Amendment of the Organization Certificate effective December 28,
1987.
2. The Organization Certificate of the corporation was approved by the Office of the
Superintendent of Banks of the State of New York on October 1, 1987, a Certificate of Amendment
of the Organization Certificate of the corporation was approved by the Office of the
Superintendent of Banks of the State of New York on December 28, 1987, a Restated Organization
Certificate of the corporation was approved by the Office of the Superintendent of Banks of the
State of New York on April 13, 1988; and an Amended and Restated Organization Certificate of the
corporation was approved by the Office of the Superintendent of Banks of the State of New York
on January 13,1992.
3. The Organization Certificate of the corporation, as heretofore amended and restated, is
hereby amended to reflect (i) a change in the address of the corporations principal office
consistent with a change of location previously approved by the Office of the Superintendent of
Banks of the State of New York on August 15, 2000 pursuant to Section 113 of the Banking Law, as
set forth in Article SECOND, and (ii) a change to its business, affairs, rights and powers
pursuant to Section 8001(2)(1) of the Banking Law, as set forth in Article SEVENTH, and, as so
amended, the Organization Certificate of the corporation is hereby restated to read as herein
set forth in full:
FIRST: The name of the corporation is American Stock Transfer & Trust Company.
SECOND: The place where its principal office is located is 59 Maiden Lane, Borough of
Manhattan, City, County and State of New York.
THIRD: The amount of the authorized capital stock of the corporation is Six Hundred
Thousand Dollars ($600,000), and the number of shares into which such capital stock is
divided is 1,000 shares, with a par value of $600 each.
FOURTH:
All of the shares of capital stock of the corporation are classified as common shares.
FIFTH: The term of existence of the corporation is to be perpetual.
SIXTH: The number of directors of the corporation shall not be less than seven and not
more than fifteen.
SEVENTH: The corporation is to exercise the powers conferred by Section 100 of the
Banking Law, including corporate trust powers; personal trust powers; pension trust powers
for tax qualified, pension trusts and retirement plans; and common or collective trust
powers; provided, however, that the corporation shall neither accept deposits nor make loans
except for deposits and loans arising directly from the exercise of its fiduciary powers as
specified in this Article SEVENTH.
4. The foregoing Amended and Restated Organization Certificate was authorized by the
unanimous written consent of the shareholders of the corporation.
IN WITNESS WHEREOF, the undersigned have subscribed this Amended and Restated Certificate this
22nd day of September, 2005.
/s/ Michael Karfunkel | ||||
Michael Karfunkel, | ||||
President | ||||
/s/ Clara Karfunkel | ||||
Clara Karfunkel, | ||||
Secretary | ||||
Exhibit B
BY-LAWS OF
AMERICAN STOCK TRANSFER & TRUST COMPANY
(A New York Corporation)
(A New York Corporation)
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of shareholders of American Stock Transfer
& Trust Company (the Company) shall be held at such time within the first four calendar
months of each year at such place in the City of New York as may from time to time be
designated by the Board of Directors (the Board) for the election of directors and the
transaction of such other business as may properly come before the meeting.
SECTION 2. Special Meetings. Special meetings of shareholders may be called at any
time by the Board, the President or the Chairman of the Board (the Chairman) or as
otherwise provided by law or the organization certificate, as amended.
SECTION 3. Action Without a Meeting. Any action required or permitted to be taken at an
annual or special meeting of shareholders may be taken without such a meeting by written
consent, setting forth the action so taken signed by the holders of all outstanding shares
entitled to vote thereon.
ARTICLE II. BOARD OF DIRECTORS
SECTION 1. Number. The affairs of the Company shall be managed and its corporate powers
exercised by a Board, which shall consist of not less than five nor more than fifteen
members. The number of directors, within the maximum and minimum limits specified herein and
in the organization certificate, as amended, may be increased or reduced from time to time
either by the vote of a majority of the directors then in office or by the shareholders. In
the event of any increase in the number of directors, additional directors may be elected
either by the Board, in the manner herein prescribed for the filling of vacancies, or by the
shareholders.
SECTION 2. Vacancies. Vacancies not exceeding one-third of the entire Board may be
filled by the vote of a majority of the directors then in office at any regular or special
meeting of the Board, and directors so elected shall hold office
for the balance of the unexpired term.
SECTION 3. Quorum. One-half of the entire Board shall constitute a quorum for the
transaction of business. If less than a quorum be present at any meeting duly called, a
majority of those present may adjourn the meeting from time to time.
SECTION 4. Action by the Board. Except as otherwise provided in these By Laws or by
law, the vote of a majority of the directors present at the time of any vote, if a quorum is
present at such time, shall be the act of the Board.
SECTION 5. Special and Regular Meetings or the Board. Regular meetings of the Board
shall be held without notice at such times and at such places as may, from time to time, be
fixed by the Board. The first regular meeting after the. annual meeting of shareholders shall
be the annual meeting of the Board. Special meetings of the Board may be called by the
Chairman or the President and shall be so called at the written request of any three
directors. Notice of each special meeting shall be mailed or telegraphed not less than one
day before the meeting. A notice, or waiver of notice, need not specify the purpose of any
meeting of the Board.
SECTION 6. Compensation. The compensation of the directors shall be fixed by the
Board.
ARTICLE III. COMMITTEES
SECTION 1. Executive Committee. There shall be an Executive Committee constituted as hereinafter provided, consisting of at least five directors,
which shall possess and may exercise all the authority of the Board, except as otherwise
provided by law. In the event a quorum shall not be present at any regular or special
meeting of the Board, the directors present at such meeting, if not less than five, shall be
constituted and meet as an Executive Committee and shall act only by the concurrent vote of
a majority of the number present. The President or, in his absence, the Chairman, shall
preside over any such Executive Committee meeting. In the absence of the President and the
Chairman, the Executive Vice President shall preside over any such meeting.
SECTION 2. Other Committees of the Board. The Board may appoint such other regular or
special committees consisting of at least three directors and such officers or such other
persons and having such powers and functions as the Board may prescribe. The Board may,
from time to time, suspend, alter, continue or terminate any such committee or the powers
and functions thereof.
SECTION 3. Officers Committees. Subject to the approval of the Board,
the President may appoint, or may provide for the appointment of, committees consisting
of officers or other persons, which such chairmanships, vice chairmanships and
secretaryships and such duties and powers as the President may, from time to time, designate
and prescribe. The Board or the President may, from time to time, suspend, alter, continue
or terminate any of such committees or the powers and functions thereof.
SECTION 4. Compensation. The Board may provide for compensation to be paid to persons
serving on committees appointed by the Board.
ARTICLE IV. OFFICERS
SECTION I. (a) Titles, Election and Appointment. The Board shall, at its annual meeting,
elect a President, a Chairman of the board and an Executive Vice President, each of whom
shall be directors and each of whom shall hold office until the next annual meeting of the
board and until a successor is elected and qualified. The Board shall also elect at such
meeting, and may elect at any regular of special meeting, one or more Vice Chairman, one or
more Senior Vice Presidents, one or more Vice Presidents, a Treasurer and/or Controller, a
Secretary and one more other officers as the Board may deem appropriate or desirable, all of
whom shall hold their office until the next annual meeting of the Board and until their
successors are elected and qualified. With the exception of the President and the Secretary,
one person may hold more than one of the offices specified in this Section and may have such
other titles as the Board may determine.
(b) The Board may appoint a General Administrative Board, consisting of, in addition to
the President, the Chairman and the Executive Vice President, each Senior Vice President and
such other officers as the Board may determine. The President may select alternates for
officers appointed by the Board to the General Administrative Board to serve in the absence
of officers appointed by the Board.
(c) The Board may, from time to time, grant or provide for the granting, to officers
such particular supervisory and administrative responsibilities and authority and such
additional titles and designations, if any, as the Board may deem appropriate.
(d) All officers shall be subject to the supervision and direction of the Board. The
authority, duties and responsibilities of any officer of the Company may be suspended by the
President, with or without cause and an officer elected or appointed by the Board may be
removed by the Board, with or without cause. Any vacancy occurring in any office, unless
such office shall be abolished by the
Board, may be tilled at any regular meeting of the Board or at any special meeting of
the Board held for such purpose.
SECTION 2. (a) Duties and Authority of the President, the Chairman and the Executive
Vice President. The President shall be the Chief Executive Officer of the Company. The
President shall direct the policies of the Company and shall have administrative authority
over its business, affairs and property. The President shall be a member of all regular
committees of the Board and, if specifically appointed thereto, of special committees of the
Board, provided that the President shall not be a member of the examining committee. The
President shall preside at meetings of the shareholders and the Board.
(b) The Chairman and the Executive Vice President shall participate in the direction of the
policies of the Company and in the administration of its business, affairs and property and
shall have such further duties and authority as may be conferred or required by law. The
Chairman and the Executive Vice President shall, unless the Board otherwise provides, be
members of all regular committees and the Board and, if specifically appointed thereto,
special committees of the Board. In the absence of the President, the Chairman shall
preside at the meetings of the shareholders and the Board. In the absence of both the
President and the Chairman, the Executive Vice President shall preside at meetings of the
shareholders and the Board.
SECTION 3. Duties and Authority of Vice Presidents. Each Vice President who is a
director and such other Vice Presidents who may, from time to time, be designated by the
Board or the President shall, to the extent authorized by the Board or the President,
participate in the supervision of the policies of the Company and in the administration of
its business, affairs and property.
SECTION 4. General Provisions. In addition to the duties and authority expressly
conferred by these By-Laws or by a resolution of the Board, officers shall have such other
duties and authority usually pertaining to their respective offices as well as such other
duties and authority as may from time to time be assigned to them by the Board or by the
President.
SECTION 5. Compensation of Officers. Compensation of officers shall be fixed by the
Board.
ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. Indemnification of Officers and Directors. The Company shall indemnify any
person made, or threatened to be made, a party to any action, suit or proceeding by reason
of the fact that he, his testator or intestate, is or was a director or officer of the
Company against all judgments fines, amounts paid in settlement and reasonable expenses,
including attorneys fees, actually and necessarily incurred by him in connection with the
defense of such action, suit or proceeding, or in connection with any appeal therein, to the
fullest extent and in the manner set forth in and permitted by Article VII of the New York
State Banking Law and any other applicable law, as from time to time in effect. The
foregoing provision of this Article V shall be deemed to be a contract between the Company
and each director and officer who serves in such capacity at any time while this Article V
and the relevant provisions of Article VII of the New York State Banking Law and other
applicable law, if any, are in effect, and, except to the extent otherwise required by law,
any repeal or modification thereof shall not affect any rights or obligations then existing
or thereafter arising with respect to any state of facts then or theretofore existing or
thereafter arising or any action, suite or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
SECTION 2. Indemnification of Others. The Board in its discretion shall have power on
behalf of the Company to indemnify any person, other than a director or officer, made a
party to any action, suit or proceeding by reason of the fact that he, his testator or
intestate, is or was an employee or agent of the Corporation.
SECTION 3. Insurance. The Board in its discretion shall have the power to purchase and
maintain insurance in accordance with, and subject to, the provisions of the New York State
Banking Law.
ARTICLE VI. SIGNATURE AUTHORITY
The signature powers of officers and employees of the Company shall be fixed by the Board,
which may confer upon certain officers the authority to delegate signature powers.
ARTICLE VII. SEAL
The Board shall provide a seal for the Company.
ARTICLE VIII. AMENDMENTS OF BY-LAWS
These By-Laws may be amended, revoked or suspended in a manner not inconsistent with law at
any regular or special meeting of the board by the vote of a majority of the entire Board.
Such amendment, revocation or suspension may be evidenced by resolution or otherwise as the
Board may deem appropriate.
Exhibit C
Securities and Exchange Commission
Washington, DC 20549
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321 (b) of the Trust Indenture Act of 1939,
and subject to the limitations therein contained, American Stock Transfer & Trust
Company hereby consents that reports of examinations of said corporation by Federal,
State, Territorial or District authorities may be furnished by such authorities to you
upon request therefor.
Very truly yours, AMERICAN STOCK TRANSFER & TRUST COMPANY |
||||
By /s/ Herb Lemmer | ||||
Vice President | ||||
Exhibit D
Schedule RC 13
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31,2007
and State-Chartered Savings Banks for December 31,2007
All schedules are to be reported in thousands of dollars. Unless
otherwise indicated, report the amount outstanding as of the
last business day of the quarter.
Schedule RC Balance Sheet
Dollar Amounts in Thousands | Bil Mil Thou | |||||||
ASSETS |
||||||||
1. Cash and
balances due from depository institutions (from Schedule RC-A): |
||||||||
a.
Noninterest-bearing, balances and currency and coin (1)
|
RCON0081 | 3,869 | 1.a. | |||||
b.
Interest-bearing balances (2)
|
RCON0071 | 6,026 | 1.b. | |||||
2. Securities: |
||||||||
a.
Held-to-maturity securities (from Schedule RC-B, column A) |
RCON1754 | 0 | 2.a. | |||||
b.
Available-for-sale securities (from Schedule RC-B, column D) |
RCON1773 | 11,090 | 2.b. | |||||
3. Federal funds sold and securities purchased under agreements to resell: |
||||||||
a. Federal funds sold |
RCONB987 | 0 | 3.a. | |||||
b.
Securities purchased under agreements to resell
(3)
|
RCONB989 | 0 | 3.b. | |||||
4. Loans and
lease financing receivables (from Schedule RC-C): |
||||||||
a. Loans and leases held for sale |
RCON5369 | 0 | 4.a. | |||||
b. Loans and leases, net of unearned income |
RCONB528 | 0 | 4.b. | |||||
c. LESS: Allowance for loan and lease losses |
RCON3123 | 0 | 4.c. | |||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) |
RCONB529 | 0 | 4.d. | |||||
5. Trading assets (from Schedule RC-D) |
RCON3545 | 0 | 5. | |||||
6. Premises and fixed assets (including capitalized leases) |
RCON2145 | 11,417 | 6. | |||||
7. Other real estate owned (from Schedule RC-M) |
RCON2150 | 0 | 7. | |||||
8.
Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) |
RCON2130 | 0 | 8. | |||||
9. Not
applicable |
||||||||
10. Intangible assets: |
||||||||
a. Goodwill |
RCON3163 | 0 | 10.a. | |||||
b. Other intangible assets (from Schedule RC-M) |
RCON0426 | 15,875 | 10.b. | |||||
11. Other assets (from Schedule RC-F) |
RCCN2160 | 13,192 | 11. | |||||
12. Total assets (sum of items 1 through 11) |
RCON2170 | 63,469 | 12. |
(1) | Includes cash items in process of collection and unposted debits. | |
(2) | Includes time certificates of deposit not held for trading. | |
(3) | Includes all securities resale agreements regardless of maturity. |
Schedule RC 14
Schedule RC Continued
Dollar Amounts in Thousands | Bil Mil Thou | |||||||
LIABILITIES |
||||||||
13. Deposits: |
||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) |
RCON2200 | 0 | 13a. | |||||
(1) Noninterest-bearing
(1)
|
RCON6631 | 0 | 13.a.(1) | |||||
(2) Interest-bearing |
RCON6636 | 0 | 13.a.(2) | |||||
b. Not applicable |
||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: |
||||||||
a. Federal funds purchased (2)
|
RCONB993 | 0 | 14.a. | |||||
b. Securities sold under agreements to repurchase (3)
|
RCONB995 | 0 | 14.b. | |||||
15. Trading liabilities (from Schedule RC-D) |
RCON3548 | 0 | 15. | |||||
16. Other
borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) |
RCON3180 | 0 | 16. | |||||
17. Not applicable |
||||||||
18. Not applicable |
||||||||
19. Subordinated notes and debentures (4)
|
RCON3200 | 0 | 19. | |||||
20. Other liabilities (from Schedule RC-G) |
RCON2930 | 5,852 | 20. | |||||
21. Total liabilities (sum of items 13 through 20) |
RCON2948 | 5,852 | 21. | |||||
22. Minority interest in consolidated subsidiaries |
RCON3000 | 0 | 22. | |||||
EQUITY CAPITAL |
||||||||
23. Perpetual preferred stock and related surplus |
RCON3838 | 0 | 23. | |||||
24. Common stock |
RCON3230 | 600 | 24. | |||||
25. Surplus (exclude all surplus related to preferred stock) |
RCON3839 | 38,609 | 25. | |||||
26. |
||||||||
a. Retained earnings |
RCON3632 | 17,518 | 26.a. | |||||
b. Accumulated other comprehensive income (5)
|
RC0NB530 | 889 | 26.b. | |||||
27. Other equity capital components (6)
|
RCONA130 | 0 | 27. | |||||
28. Total equity capital (sum of items 23 through 27) |
RCON3210 | 57,616 | 28. | |||||
29. Total
liabilities, minority interest, and equity capital (sum of items 21,
22, and 28) |
RCON3300 | 63,468 | 29. |
Memorandum
To be reported with the March Report of Condition.
To be reported with the March Report of Condition.
Number | ||||||||||||||
1. |
Indicate in the box at the right the number of the statement below that best describes the most | |||||||||||||
comprehensive level of auditing work performed for the bank by independent external auditors as | ||||||||||||||
of any date during 2006 | RCON6724 | N/A | M.1. |
1 = | Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank | |
2 = | Independent audit of the banks parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) | |
3 = | Attestation on bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm | |
4 = | Directors examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) | |
5 = | Directors examination of the bank performed by other external auditors (may be required by state chartering authority) | |
6 = | Review of the banks financial statements by external auditors | |
7 = | Compilation of the banks financial statements by external auditors | |
8 = | Other audit procedures (excluding tax preparation work) | |
9 = | No external audit work |
(1) | Includes total demand deposits and noninterest-bearing time and savings deposits. | |
(2) | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, Other borrowed money. | |
(3) | Includes all securities repurchase agreements, regardless of maturity, | |
(4) | Includes limited-life preferred stock and related surplus. | |
(5) | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. | |
(6) | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |