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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 Xxxxx
Xxxxx Xxxxxx xxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000
(Address of principal executive offices - Zip code)
Xxxxx X. Xxxxx, Vice President, PNC Bank, National Association
0xx Xxxxx, Xxx XXX Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000
(000) 000-0000
(Name, address and telephone number of agent for service)
R.A.B. ENTERPRISES, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
00-0000000
(I.R.S. Employer Identification No.)
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
(Address of principal executive offices - Zip code)
10 1/2% Senior Notes due 2005
(Title of the 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 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 the obligor (which terms includes, for the purposes
of this Form T-1, the co-registrants specified in the Form
S-4 to which this Form T-1 is an Exhibit) nor any
underwriter for the obligor is an affiliate of the trustee.
Item 3 through Item 14.
The issuer currently is not in default under any of its 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.
-2-
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 the obligor within
three years prior to the date of filing this statement, or are owners of 10%
or more of the voting securities of the obligor, or are affiliates or
directors or executive officers of the obligor, and (b) the voting securities
of the trustee owned beneficially by the obligor and each director and
executive officer of the obligor, are based upon information furnished to the
trustee by the obligor 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 obligor, it cannot accept
any responsibility therefor.
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Signature appears on next page
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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
October 22, 1998.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Trust Officer
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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 issuance by R.A.B. Enterprises, Inc. of its 10
1/2% Senior Notes due 2005, 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/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Trust Officer
Dated: October 22, 1998
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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
June 30, 1998
filed in response to call made by
Comptroller of the Currency,
under title 00, Xxxxxx Xxxxxx 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................................... $ 2,125,144
Interest-Bearing Balances............................................................ 86,718
Securities
Held-to-maturity securities.......................................................... 0
Available-for-sale securities........................................................ 6,268,812
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold and
Securities purchased under agreements to resell...................................... 533,355
Loans and lease financing receivables:
Loans and leases, net of unearned income $56,487,879
LESS: Allowance for loan and lease losses 826,069
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance and reserve............................................................ 55,661,810
Trading assets ........................................................................ 190,500
Premises and fixed assets (including capitalized leases)............................... 797,786
Other real estate owned ............................................................... 43,023
Investments in unconsolidated subsidiaries and
associated companies ............................................................... 4,401
Customers' liability to this bank on acceptances
outstanding......................................................................... 70,753
Intangible assets ..................................................................... 2,144,235
Other assets........................................................................... 2,345,052
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Total Assets........................................................................ $ 70,271,589
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LIABILITIES
Deposits:
In domestic offices................................................................. $40,095,977
Noninterest-bearing $ 9,645,083
Interest-bearing 30,450,894
In foreign offices, Edge and Agreement subsidiaries,
and IBFs......................................................................... 4,133,211
Noninterest-bearing $ 5,376
Interest-bearing 4,127,835
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................................... 1,950,155
Demand notes issued to U.S. Treasury................................................... 25
Trading Liabilities.................................................................... 489,268
Other borrowed money
With original maturity of one year or less.......................................... 8,780,835
With original maturity of more than one year through three years.................... 1,754,215
With original maturity of more than one year........................................ 4,710,181
Bank's liability on acceptances executed and outstanding............................... 70,753
Subordinated notes and debentures ..................................................... 901,354
Other liabilities...................................................................... 1,250,979
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Total liabilities...................................................................... 64,136,953
EQUITY CAPITAL
Perpetual preferred stock and related surplus.......................................... 0
Common Stock........................................................................... 218,919
Surplus. . . .......................................................................... 2,549,559
Undivided profits and capital reserves................................................. 3,380,559
Net unrealized holding gains (losses) on
available-for-sale securities....................................................... (14,401)
Cumulative foreign currency translation adjustments.................................... 0
Total equity capital................................................................... 6,134,636
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Total liabilities and equity capital................................................... $ 70,271,589
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