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EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
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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 306(b)(2) [ ]
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BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 00-0000000
(I.R.S. employer
identification number)
000 XXXX XXXXX XXXXXX, XXXXXXXX, XXXX 00000-0000
(Address of principal executive offices) (Zip Code)
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
0 XXXX XXX XXXXX, XXXXX XX0-0000
XXXXXXX, XXXXXXXX 00000-0000
ATTN: XXXXXX X. XXXXXX, VICE PRESIDENT, (000) 000-0000
(Name, address and telephone number of agent for service)
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THE XXXXXXXX COMPANIES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 00-0000000
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
XXX XXXXXXXX XXXXXX
XXXXX, XXXXXXXX 00000
(Address of principal executive offices) (Zip Code)
7.50% DEBENTURES DUE JANUARY 15, 2031
6.75% PUTABLE ASSET TERM SECURITIES (PATS) PUTABLE/CALLABLE JANUARY 15, 2006
(Title of Indenture Securities)
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ITEM 1. General Information. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. Affiliations with the Obligor. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
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 now in
effect.*
2. A copy of the certificate of authority of the trustee to commence
business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Bank One Trust Company, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and State of Illinois, on the 15th day of March, 2001.
Bank One Trust Company, National
Association,
Trustee
By /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President
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* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust
Company, National Association, filed as Exhibit 25 to the Registration
Statement on Form S-4 of U S WEST Communications, Inc., filed with the
Securities and Exchange Commission on March 24, 2000 (Registration No.
333-32124).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B) OF THE ACT
March 15, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between The Xxxxxxxx
Companies, Inc. and Bank One Trust Company, National Association, as Trustee,
the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
Bank One Trust Company, National
Association
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President
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EXHIBIT 7
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/00 State #: 391581 FFIEC 032
Address: 000 Xxxxx Xxxxxx Vendor ID: D Cert #: 21377 Page RC-1
City, State Zip: Xxxxxxxx, XX 00000 Transit #: 04400003
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C300
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
a. Noninterest-bearing balances and currency and coin(1).............. 0081 64,969 1.a
b. Interest-bearing balances(2)....................................... 0071 0 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A).......... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)....... 1773 4,286 2.b
3. Federal funds sold and securities purchased under agreements
to resell............................................................. 1350 1,056,754 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)...... 2122 346,052 4.a
b. LESS: Allowance for loan and lease losses.......................... 3123 372 4.b
c. LESS: Allocated transfer risk reserve.............................. 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................... 2125 345,680 4.d
5. Trading assets (from Schedule RD-D)................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases).............. 2145 21,835 6.
7. Other real estate owned (from Schedule RC-M).......................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)........................................ 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding.......... 2155 0 9.
10. Intangible assets (from Schedule RC-M)................................ 2143 13,697 10.
11. Other assets (from Schedule RC-F)..................................... 2160 131,390 11.
12. Total assets (sum of items 1 through 11).............................. 2170 1,638,611 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/00 State #: 391581 FFIEC 032
Address: 000 Xxxx Xxxxx Xxxxxx Vendor ID: D Cert #" 21377 Page RC-2
City, State Zip: Xxxxxxxx, XX 00000 Transit #: 04400003
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E, part 1)........................ 2200 1,410,826 13.a
(1) Noninterest-bearing(1)......................................... 6631 830,363 13.a1
(2) Interest-bearing............................................... 6636 580,463 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II).................................
(1) Noninterest bearing............................................
(2) Interest-bearing...............................................
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 0 15.a
b. Trading Liabilities(from Sechedule RC-D)........................... RCFD 3548 0 15.b
16. Other borrowed money: RCON
a. With original maturity of one year or less......................... 2332 0 16.a
b. With original maturity of more than one year...................... A547 0 16.b
c. With original maturity of more than three years ................... A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding............... 2920 0 18.
19. Subordinated notes and debentures..................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G)................................ 2930 75,186 20.
21. Total liabilities (sum of items 13 through 20)........................ 2948 1,486,012 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus......................... 3838 0 23.
24. Common stock.......................................................... 3230 800 24.
25. Surplus (exclude all surplus related to preferred stock).............. 3839 45,157 25.
26. a. Undivided profits and capital reserves............................. 3632 106,620 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities......................................................... 8434 22 26.b
c. Accumulated net gains (losses) on cash flow xxxxxx................. 4336 0 26.c
27. Cumulative foreign currency translation adjustments...................
28. Total equity capital (sum of items 23 through 27)..................... 3210 152,599 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)................................. 3300 1,638,611 29.
Memorandum
To be reported only with the March Report of Condition.
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 1996............................................................ RCFD 6724 M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank
with generally accepted auditing standards by a certified performed by other external auditors
public accounting firm which submits a report on the bank (may be required by state chartering authority)
2 = Independent audit of the bank's parent holding company 5. = Review of the bank's financial statements by
conducted in accordance with generally accepted auditing external auditors
standards by a certified public accounting firm which 6. = Compilation of the bank's financial statements
submits a report on the consolidated holding company by external auditors
(but not on the bank separately) 7. = Other audit procedures (excluding tax
3 = Directors' examination of the bank conducted in preparation work)
accordance with generally accepted auditing standards 8. = No external audit work
by a certified public accounting firm (may be required by
state chartering authority)
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
