EXHIBIT 25(A)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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/ / CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(B)(2)
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JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)
NEW YORK 00-0000000
(State of incorporation if not a national (I.R.S. employer identification No.)
Bank)
000 XXXX XXXXXX 00000
XXX XXXX, XXX XXXX (Zip Code)
(Address of principal executive offices)
Xxxxxxx X. XxXxxxx
General Counsel
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
(Name, address and telephone number of agent for service)
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INTERNATIONAL BUSINESS MACHINES CORPORATION
NEW YORK 00-0000000
(State of other jurisdiction (I.R.S. employer identification No.)
of incorporation or organization)
ARMONK, NEW YORK 10504
(Address of principal executive offices) (Zip Code)
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DEBT SECURITIES
(Title of the indenture securities)
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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, D.C., 20551
Federal Reserve Bank of New York, District Xx. 0, 00 Xxxxxxx Xxxxxx, Xxx
Xxxx, X.X.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS.
If the obligor or any Guarantor 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 Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connections with Registration Statement
No. 333-76894, 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 November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Xxxxxx
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase 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 333-76894, 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 November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Xxxxxx Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase 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.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
JPMorgan Chase 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 10th day of January, 2003.
JPMORGAN CHASE BANK
By: /s/ XXXXX XX
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Xxxxx Xx
Vice President
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EXHIBIT 7 TO FORM T-1
BANK CALL NOTICE
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank
of 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 2002, 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
IN MILLIONS
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........ $ 17,141
Interest-bearing balances................................. 13,564
Securities:
Held to maturity securities................................. 408
Available for sale securities............................... 74,344
Federal funds sold and securities purchased under agreements
to resell.................................................
Federal funds sold in domestic offices.................... 7,094
Securities purchased under agreements to resell........... 72,512
Loans and lease financing receivables:
Loans and leases held for sale............................ 17,153
Loans and leases, net of unearned income.................. $161,915
Less: Allowance for loan and lease losses................. 3,458
Loans and leases, net of unearned income and allowance.... 158,457
Trading Assets.............................................. 186,290
Premises and fixed assets (including capitalized leases).... 6,177
Other real estate owned..................................... 57
Investments in unconsolidated subsidiaries and associated
companies................................................. 326
Customers' liability to this bank on acceptances
outstanding............................................... 281
Intangible assets
Goodwill.................................................. 2,168
Other Intangible assets................................... 3,696
Other assets................................................ 45,403
TOTAL ASSETS................................................ $605,071
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LIABILITIES
Deposits
In domestic offices....................................... $167,400
Noninterest-bearing....................................... $ 66,691
Interest-bearing.......................................... 100,709
In foreign offices, Edge and Agreement subsidiaries and
IBF's................................................... 118,273
Noninterest-bearing....................................... $ 8,445
Interest-bearing.......................................... 109,828
Federal funds purchased and securities sold under
agree-ments to repurchase:
DOLLAR AMOUNTS
IN MILLIONS
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Federal funds purchased in domestic offices............... 6,317
Securities sold under agreements to repurchase............ 105,558
Trading liabilities......................................... 126,199
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases)..................... 11,025
Bank's liability on acceptances executed and outstanding.... 304
Subordinated notes and debentures........................... 7,895
Other liabilities........................................... 25,977
TOTAL LIABILITIES........................................... 568,948
Minority Interest in consolidated subsidiaries.............. 91
EQUITY CAPITAL
Perpetual preferred stock and related surplus............... 0
Common stock................................................ 1,785
Surplus (exclude all surplus related to preferred stock).... 16,304
Retained earnings........................................... 16,560
Accumulated other comprehensive income...................... 1,383
Other equity capital components............................. 0
TOTAL EQUITY CAPITAL........................................ 36,032
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL.... $605,071
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I, Xxxxxx X. Xxxxxxxx, E.V.P. & 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.
XXXXXX X. XXXXXXXX
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 in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
XXXXXXX X. XXXXXXXX, XX. )
XXXX X. XXXXXXXX ) DIRECTORS
XXXXXXXX X. XXXXXXX )
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