Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a trustee pursuant to
Section 305(b) (2) _____
FIRST UNION NATIONAL BANK OF MARYLAND
(Exact name of Trustee as specified in its charter)
000 XXXXXXXXXXXXX XXXX
XXXXXXXXX, XX 00000 00-0000000
(Address of principal executive office) (Zip Code) (I.R.S. Employer Identification No.)
Xxxxxxxx X. Xxxxxxx, (804) 788-9663
000 X. Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000
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XXXXXXXX CAPITAL
(Exact name of obligor as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000
(Address of principal executive offices) (Zip Code)
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HIGH YIELD TRUST OFFERED PREFERRED SECURITIES
11 5/8% due 2009
(Title of the indenture securities)
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1. GENERAL INFORMATION.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Richmond, Richmond, Virginia.
Federal Deposit Insurance Corporation, Washington, D.C.
Securities and Exchange Commission, Division of Market
Regulation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR.
The obligor is not an affiliate of the Trustee.
3. VOTING SECURITIES OF THE TRUSTEE.
Not applicable.
(See answer to Item 13)
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not applicable.
(See answer to Item 13)
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Not applicable.
(See answer to Item 13)
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Not applicable.
(See answer to Item 13
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not applicable.
(See answer to Item 13)
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not applicable.
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(See answer to Item 13)
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not applicable.
(See answer to Item 13)
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not applicable.
(See answer to Item 13)
11. OWNERSHIP OF HOLDERS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not applicable.
(See answer to Item 13)
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
(See answer to Item 13)
13. DEFAULTS BY THE OBLIGOR.
A. None
B. None
14. AFFILIATIONS WITH THE UNDERWRITERS.
Not applicable.
(See answer to Item 13)
15. Foreign trustee.
Trustee is a national banking association organized under the
laws of the United States.
16. LIST OF EXHIBITS.
(1) Articles of Incorporation. (Incorporated by reference from
Exhibit 25 to Registration 33-57401, filed January 25, 1995.)
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(2) Certificate of Authority of the Trustee to conduct business.
(Incorporated by reference from Exhibit 25 to Registration
33-57401, filed January 25, 1995.)
(3) Certificate of Authority of the Trustee to exercise corporate
trust powers. (Incorporated by reference from Exhibit 25 to
Registration 33-57401, filed January 25, 1995.)
(4) By-Laws. (Incorporated by reference from Exhibit 25 to
Registration 33-57401, filed January 25, 1995.)
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included at Page 6 of this Form T-1
Statement.
(7) Report of condition of Trustee.
(8) Inapplicable.
(9) Inapplicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK OF MARYLAND, a national
association organized and existing under the laws of the United States of
America, 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 Richmond, and Commonwealth of Virginia on the 6th day of June, 1997.
FIRST UNION NATIONAL BANK OF MARYLAND
(Trustee)
BY: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, Vice President
EXHIBIT T-1 (6)
CONSENTS OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939 and in
connection with the proposed issuance by Xxxxxxxx Capital of its 11 5/8% High
Yield Trust Offered Preferred Securities, First Union National Bank of Maryland,
as the Trustee herein named, hereby consents that reports of examinations of
said Trustee by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
requests therefor.
FIRST UNION NATIONAL BANK OF MARYLAND
BY: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice President and Managing Director
Dated: June 6, 1997
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Legal Title of Bank: FIRST UNION NATIONAL BANK OF MARYLAND Call Date: 3/31/97 ST-BK: 24-1427 FFIEC 032
Address: 00000 XXXXXXXXX XXXX Page RC-1
City, State Zip: XXXXXXXXX, XX 00000
FDIC Certificate No.: /1/8/0/2/4/
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997
SCHEDULE RC--BALANCE SHEET
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ........................... 143,846
b. Interest-bearing balances (2) ................................................... 878,558
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) ...................... 75,563
b. Available-for-sale securities (from Schedule RC-B, column D) .................... 329,597
3. Federal funds sold and securities purchased under agreements to resell ............. 16,111
4. Loans and lease financing receivables:
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a. Loans and leases, net of unearned income (from Schedule RC-C) 1,986,340
b. LESS: Allowance for loan and lease losses ................... 32,772
c. LESS: Allocated transfer risk reserve ....................... 0
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d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) .............................. 1,953,568
5. Trading assets (from Schedule RC-D) ................................................. 0
6. Premises and fixed assets (including capitalized leases) ............................ 34,985
7. Other real estate owned (from Schedule RC-M) ........................................ 6,316
8. Investments in unconsolidated subsidiaries and associated companies(from Schedule RC-M) 2,009
9. Customers' liability to this bank on acceptances outstanding ........................ 247
10. Intangible assets (from Schedule RC-M)............................................... 361,389
11. Other assets (from Schedule RC-F) ................................................... 51,253
12. Total Assets (sum of items 1 through 11) ............................................ 3,853,442
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: FIRST UNION NATIONAL BANK OF MARYLAND Call Date: 3/31/97 ST-BK: 24-1427 FFIEC 032
Address: 00000 XXXXXXXXX XXXX Page RC-2
City, State Zip: XXXXXXXXX, XX 00000
FDIC Certificate No.: /1/8/0/2/4/
SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) ........ 3,008,156
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(1) Noninterest-bearing (1) .................................. 344,596
(2) Interest-bearing ......................................... 2,663,560
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b. In foreign offices, Edge and Agreement subsidiaries, and IBFs ....................
(1) Noninterest-bearing ..........................................................
(2) Interest-bearing .............................................................
14. Federal funds purchased and securities sold under agreements to repurchase .......... 207,441
15. a. Demand notes issued to the U.S. Treasury ......................................... 0
b. Trading liabilities (from Scheudle RC-D) ......................................... 0
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less .................................... 0
b. With a remaining maturity of more than one year .................................. 9.580
17. Not applicable
18. Bank's liability on acceptances executed and outstanding ............................ 247
19. Subordinated notes and debentures (2) ............................................... 0
20. Other liabilities (from Schedule RC-G) .............................................. 30,929
21. Total liabilities (sum of items 13 through 20) ...................................... 3,256,353
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ....................................... 0
24. Common stock ........................................................................ 200
25. Surplus (exclude all surplus related to preferred stock) ............................ 582,242
26. a. Undivided profits and capital reserves ........................................... 19,359
b. Net unrealized holding gains (losses) on available-for-sale securities ........... (4,712)
27. Cumulative foreign currency translation adjustments .................................
28. Total equity capital (sum of items 23 through 27) ................................... 597,089
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21 and 28) ............................................................ 3,853,442
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Memorandum
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicated 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 Number
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auditors as of any date during 1996 ..................................................... 2 M.1.
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1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by
with generally accepted auditing standards by a certified other external auditors (may be required by state
public accounting firm which submits a report on the bank 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 audit- external auditors
ing standards by a certified public accounting firm which
submits a report on the consolidated holding company (but 6 = Compilation of the bank's financial statements by
not on the bank separately) external auditors
3 = Directors' examination of the bank conducted in 7 = Other audit procedures (excluding tax preparation
accordance with generally accepted auditing standards by work)
a certified public accounting firm (may be required by
state chartering authority) 8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
2) Includes limited-life preferred stock and related surplus.
I, Xxxx X. Xxxxxxxx, Vice President of the above-named bank do hereby declare
that these Reports of Condition and Income (including the supporting scehdules)
have been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and are true to the best of my
knowldege and belief.
Xxxx X. Xxxxxxxx
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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 instructions issued by the appropriate Federal
regulatory authority and is true and correct.
Xxxx X. Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxx X. Xxxxx
