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EXHIBIT 25.2
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SECURITIES AND EXCHANGE COMMISSION
XXXXXXXXXX, X.X. 00000
_______________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)_________
_______________
U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
00-0000000
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
0000 Xxxx Xxx, Xxxxx 0000 00000
Xxxxxx, Xxxxx (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
0000 Xxxx Xxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
(000) 000-0000
(Name, address and telephone number of agent for service)
_______________
Southside Capital Trust I
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
X.X. Xxx 0000
Xxxxx, Xxxxx 00000
(Address of principal executive offices) (Zip Code)
_______________
____% Cumulative Trust Preferred Securities
(Title of the indenture securities)
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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.
Federal Reserve Bank of Dallas (11th District),
Dallas, Texas (Board of Governors of the
Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency,
Dallas, Texas
(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 May 6, 1998
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares
4. Trusteeships under Other Indentures.
Not Applicable
5. Interlocking Directorates and Similar Relationships with the Obligor
or Underwriters.
Not Applicable
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6. Voting Securities of the Trustee Owned by the Obligor or its
Officials.
Not Applicable
7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Not Applicable
8. Securities of the Obligor Owned or Held by the Trustee.
Not Applicable
9. Securities of Underwriters Owned or Held by the Trustee.
Not Applicable
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not Applicable
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.
Not Applicable
12. Indebtedness of the Obligor to the Trustee.
Not Applicable
13. Defaults by the Obligor.
Not Applicable
14. Affiliations with the Underwriters.
Not Applicable
15. Foreign Trustee.
Not Applicable
16. List of Exhibits.
T-1.1 - A copy of the Articles of Association of U.S. Trust Company
of Texas, N.A.; incorporated herein by reference to Exhibit
T-1.1 filed with Form T-1 Statement, Registration No.
22-21897.
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16. (con't.)
T-1.2 - A copy of the certificate of authority of the Trustee to
commence business; incorporated herein by reference to
Exhibit T-1.2 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers; incorporated herein by reference to
Exhibit T-1.3 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas,
N.A., as amended to date; incorporated herein by reference
to Exhibit T-1.4 filed with Form T-1 Statement,
Registration No. 22-21897.
T-1.6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939.
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.
NOTE
As of May 6, 1998, the Trustee had 5,000 shares of Capital Stock outstanding,
all of which are owned by U.S. T.L.P.O. Corp. As of May 6, 1998, U.S.
T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of which are
owned by U.S. Trust Corporation. U.S. Trust Corporation had outstanding
19,142,000.00 shares of $5 par value Common Stock as of February 24, 1998.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
In as much as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11, the answers to said Items are based upon incomplete information. Items
2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless amended by
an amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the
Trustee disclaims responsibility for the accuracy or completeness of such
information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized
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 Dallas, and State of Texas on the
6th day of May, 1998.
U.S. Trust Company
of Texas, N.A., Trustee
By: /s/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx
Vice President
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Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Federal Financial Institutions Examination Council Expires March 31, 2000
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(1)
(LOGO) Please Refer to Page I,
Table of Contents, for
the required disclosure
of estimated burden.
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CONSOLIDATED REPORTS OF
CONDITION AND INCOME FOR A BANK
WITH DOMESTIC OFFICES ONLY AND (980331)
TOTAL ASSETS OF LESS THAN $100 -----------
MILLION -- FFIEC 033 (RCRI 9999)
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1998 This report form is to be filed by banks with
domestic offices only. Banks with branches and
consolidated subsidiaries in U.S. territories and
This report is required by law: 12 U.S.C. Section 324 (State possessions, Edge or Agreement subsidiaries, foreign
member banks); 12 U.S.C. Section 1817 (State nonmember branches, consolidated foreign subsidiaries, or
banks); and 12 U.S.C. Section 161 (National banks). International Banking Facilities must file FFIEC 031.
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NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be
an authorized officer and the Report of Condition must be prepared in accordance with Federal regulatory
attested to by not less than two directors (trustees) for authority instructions. NOTE: these instructions may
State nonmember banks and three directors for State member in some cases differ from generally accepted
and National Banks. accounting principles.
I, Xxxxxx X. Childs, SVP & Cashier We, the undersigned directors (trustees), attest to
------------------------------- the correctness of this Report of Condition
Name and Title of Officer Authorized to Sign Report (including the supporting schedules) and declare that
it has been examined by us and to the best of our
of the named bank do hereby declare that these Reports of knowledge and belief has been prepared in conformance
Condition and Income (including the supporting schedules) with the instructions issued by the appropriate
have been prepared in conformance with the instructions Federal regulatory authority and is true and correct.
issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and belief. /s/ Xxxxxx X. Xxxxxxx
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Director (Trustee)
/s/ Xxxxxx X. Childs
-------------------- /s/ X. X. Xxxxx Xx.
Signature of Officer Authorized to Sign Report -------------------
Director (Trustee)
4/14/98 /s/ Xxxxx Xxxxxx
-------------------- ----------------
Date of Signature Director (Trustee)
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SUBMISSION OF REPORTS (b) in hard-copy (paper) form and arrange for another
party to convert the paper report to electronic
Each bank must prepare its Reports of Condition and Income form. That party (if other than EDS) must transmit
either: the bank's computer data file to EDS.
(a) in electronic form and then file the computer data file To fulfill the signature and attestation requirement for
directly with the banking agencies' collection agent, the Reports of Condition and Income for this report date,
Electronic Data Systems Corporation (EDS), by modem attach this signature page to the hard-copy record of the
or on computer diskette; or completed report that the bank places in its files.
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FDIC Certificate Number Call No. 000 00 00-00-00
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(RCRI 9050) STBK: 48-6797 13264 STCERT: 48-33217
US Trust Company of Texas, National Association
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
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Legal Title of Bank: Call Date: 03/31/98 State #: 48-6797 FFIEC 033
Address: 0000 Xxxx Xxxxxx, Xxxxx 0000 Vendor ID: D Cort #: 13264 Page RC-1
City, State Zip: Xxxxxx, XX 00000 Transit #: 11101765
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1998
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
C200<
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions: RCON
a. Noninterest-bearing balances and currency and coin (1,2).............................. 0081 1,143 1.a.
b. Interest bearing balances (3)......................................................... 0071 1,138 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 121,248 2.b.
3. Federal funds sold (4) and securiites purchased under agreements to resell: 1350 5,000 3
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCON
(from Schedule RC-C)____________................................ 2122 18,091 4.a.
b. LESS: Allowance for loan and lease losses....................... 3123 225 4.c.
c. LESS: Allocated transfer risk reserve........................... 3128 0
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and RCON
4.c)..................................................................................... 2125 17,866 4.d.
5. Trading assets ............................................................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)................................... 2145 743 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 0 10.
11. Other assets (from Schedule RC-F).......................................................... 2160 1,902 11.
12. Total assets (sum of items 1 through 11)................................................... 2170 149,040 12.
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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.
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U.S. Trust Company of Texas, N.A.: Call Date: 03/31/98 State#: 48-6797 XXXXX 000
0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx XX: D Cert#: 13264 Page RC-2
Xxxxxx, XX 00000 Transit #: 11101765 10
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 RCON
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Schedule RC-E ............................................................... RCON 2200 120,298 13.a.
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(1) Noninterest-bearing(1).................................................. 6631 10,817 13.a.1
(2) Interest-bearing........................................................ 6636 109,481 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing.....................................................
(2) Interest-bearing........................................................
14. Federal funds purchased (2) and securities sold under agreements to repurchase: RCON
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2800 0 14
15. a. Demand notes issued to the U.S. Treasury.................................... 2840 0 15.a
b. Trading liabilities ........................................................ 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less............................... 2332 2,000 16.a
b. With a remaining maturity of more than one year through three years......... A547 2,000 16.b
c. With a remaining maturity of more than three years.......................... A548 1,000 16.c
17. Not Applicable
18. Bank's liability on acceptances executed and outstanding....................... 2920 0 18.
19. Subordinated notes and debentures.............................................. 3200 0 19.
20. Other liabilities (from Schedule RC-G)......................................... 2930 2,225 20.
21. Total liabilities (sum of items 13 through 20)................................. 2948 127,523 21.
22. Not applicable
EQUITY CAPITAL RCON
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23. Perpetual preferred stock and related surplus.................................. 3838 7,000 23.
24. Common stock................................................................... 3230 500 24.
25. Surplus (exclude all surplus related to preferred stock)....................... 3839 8,384 25.
26. a. Undivided profits and capital reserves...................................... 3632 5,277 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities...... 8434 356 26.b
27. Cumulative foreign currency translation adjustments............................
28. Total equity capital (sum of items 23 through 27).............................. 3210 21,517 28.
29. Total liabilities and equity capital (sum of items 21, 22 and 28).............. 2257 149,040 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 NUMBER
describes the most comprehensive level of auditing work performed for the bank ------
by independent external auditors as of any date during 1997..................... 6724 1 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 bank's 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 = 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)
4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
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.
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Exhibit T-1.6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of Southside Capital
Trust I ___% Cumulative Trust Preferred Securities, 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 therefore.
U.S. Trust Company of Texas, N.A.
By: /s/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx
Vice President
