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EXHIBIT 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 305(b)(2) ___
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or organization if not a U.S. national bank)
00-0000000
(I.R.S. Employer Identification No.)
One PNC Plaza
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
Xxxxx X. Xxxxx, Vice President, PNC Bank, National Association
4th Floor, Two PNC Plaza, Pittsburgh, Pennsylvania 15222
(000) 000-0000
(Name, address and telephone number of agent for service)
TRITON PCS, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
4812
(Primary SIC Code Number)
00-0000000
(I.R.S. Employer Identification No.)
000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxx 00000
(Address of principal executive offices - Zip code)
11% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2008 AND GUARANTEES OF THE 11% SENIOR
SUBORDINATED DISCOUNT NOTES DUE 2008
(Title of the 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 the Currency Washington, D.C.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes. (See Exhibit T-1-3)
ITEM 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.
Neither any obligor nor any underwriter for any obligor is an
affiliate of the trustee.
ITEM 3 THROUGH ITEM 14.
None of the obligors are currently is in default under any outstanding
securities for which PNC Bank is trustee. Accordingly, responses to Items
3 through 14 of Form T-1 are not required pursuant to Form T-1 General
Instructions B.
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or to be
qualified under the Act.
Not applicable (trustee is not a foreign trustee).
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit T-1-1 - Articles of Association of the trustee, with all
amendments thereto, as presently in effect, filed as
Exhibit 1 to Trustee's Statement of Eligibility and
Qualification, Registration No. 333-43153 and
incorporated herein by reference.
Exhibit T-1-2 - Copy of Certificate of the Authority of the Trustee to
Commence Business, filed as Exhibit 2 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789 and incorporated herein by
reference.
Exhibit T-1-3 - Copy of Certificate as to Authority of the Trustee to
Exercise Trust Powers, filed as Exhibit 3 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789, and incorporated herein by
reference.
Exhibit T-1-4 - The By-Laws of the trustee, filed as Exhibit 4 to
Trustee's Statement of Eligibility and Qualification,
Registration No. 333-28711 and incorporated herein by
refenence.
Exhibit T-1-5 - The consent of the trustee required by Section 321(b)
of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken from the latest
Report of Condition of the trustee published in
response to call made by Comptroller of the Currency
under Section 5211 U.S. Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of any obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of any obligor, or are affiliates or directors or
executive officers of any obligor, and (b) the voting securities of the trustee
owned beneficially by any obligor and each director and executive officer of
each obligor, are based upon information furnished to the trustee by the
obligors and also, in the case of (b) above, upon an examination of the
trustee's records. While the trustee has no reason to doubt the accuracy of any
such information furnished by the obligors, it cannot accept any responsibility
therefor.
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Signature appears on next page
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
PNC Bank, National Association, a corporation 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 Pittsburgh and Commonwealth of Pennsylvania on
August 27, 1998.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection
with the proposed offering by Triton PCS, Inc. and its Subsidiary Guarantors, of
the 11% Senior Subordinated Discount Notes due 2008 and Guarantees of the 11%
Senior Subordinated Discount Notes due 2008, we hereby consent that reports of
examination by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
Dated: August 27, 1998
EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
March 31, 1998
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
Thousands
of Dollars
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ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin....... $ 2,571,979
Interest-Bearing Balances................................ 74,141
Securities
Held-to-maturity securities.............................. 0
Available-for-sale securities............................ 6,438,137
Federal funds sold and
Securities purchased under agreements to resell.......... 233,993
Loans and lease financing receivables:
Loans and leases, net of unearned income $53,845,983
LESS: Allowance for loan and lease losses 879,844
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance and reserve.................................. 52,966,139
Trading assets............................................ 91,468
Premises and fixed assets (including capitalized leases).. 805,743
Other real estate owned................................... 43,906
Investments in unconsolidated subsidiaries and
associated companies..................................... 2,940
Customers' liability to this bank on acceptances
outstanding.............................................. 74,249
Intangible assets......................................... 1,628,061
Other assets.............................................. 1,995,543
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Total Assets............................................. $66,926,299
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LIABILITIES
Deposits:
In domestic offices............................................... $40,991,484
Noninterest-bearing $ 9,664,232
Interest-bearing 31,327,252
In foreign offices, Edge and Agreement subsidiaries,
and IBFs........................................................ 2,253,178
Noninterest-bearing $ 9,137
Interest-bearing 2,244,041
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased and
Securities sold under agreements to repurchase.................. 2,274,573
Demand notes issued to U.S. Treasury............................... 25
Trading Liabilities................................................ 151,785
Other borrowed money
With original maturity of one year or less........................ 8,838,456
With original maturity of more than one year through three years.. 231,929
With original maturity of more than three years................... 4,153,234
Bank's liability on acceptances executed and outstanding........... 74,249
Subordinated notes and debentures.................................. 671,220
Other liabilities.................................................. 1,306,177
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Total liabilities.................................................. 61,036,310
EQUITY CAPITAL
Xxxxxxxxx preferred stock and related surplus........ 0
Common Stock......................................... 218,919
Surplus.............................................. 2,376,731
Undivided profits and capital reserves............... 3,327,385
Net unrealized holding gains (losses) on
available-for-sale securities....................... (33,046)
Cumulative foreign currency translation adjustments.. 0
Total equity capital................................. 5,889,989
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Total liabilities and equity capital................. $66,926,299
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