1
Exhibit 25
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM T-1
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)
-----------------
FIRST TRUST NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
00-0000000
(I.R.S. Employer Identification No.)
000 X. XXXXXX XXXXX, XXXXX 0000
XXXXXXX, XXXXXXXX 00000
(Address of Principal Executive Officer) (Zip Code)
-----------------
XXXXX X. XXXX
FIRST TRUST NATIONAL ASSOCIATION
000 X. XXXXXX XXXXX, XXXXX 0000
XXXXXXX, XXXXXXXX 00000
Telephone: (000) 000-0000
(Name, Address, and Telephone Number of Agent for Service)
-----------------
FEDERAL MOGUL CORPORATION
(Exact Name of Obligor as Specified in its Charter)
MICHIGAN 00-0000000
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
WORLD HEADQUARTERS
00000 XXXXXXXXXXXX XXXXXXX
XXXXXXXXXX, XXXXXXXX 00000
(Address of Principal Executive Offices) (Zip Code)
8.80% SENIOR NOTES DUE 2007
(Title of Indenture Securities)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2
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.
(B) Whether it is authorized to exercise Corporate Trust Powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES
OF THE TRUSTEE:
As of August 20, 1997
Col. A Col. B
------- -------
Amount
Title of Class Outstanding
------------------------------------------------ ------------
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) Title of the Securities outstanding under each such other Indenture.
Not applicable by virtue of response to Item 13.
(B) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the Trusteeship under any such other Indenture, including
a statement as to how the Indenture Securities will rank as compared with the
Securities issued under such other Indenture.
Not applicable by virtue of response to Item 13.
3
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS
WITH THE OBLIGOR OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE
OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE
OFFICER OF THE OBLIGOR.
As of August 20, 1997
Col. A Col. B Col. C Col. D
------------------------ -------- ------------- ----------------------
Percentage of Voting
Amount Securities Represented
Title of Owned by Amount Given on
Name of Owner Class Beneficially Col. C
------------------------ --------- ------------- ----------------------
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWINGS INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
As of August 20, 1997
Col. A Col. B Col. C Col. D
------------------------ --------- ------------ -----------------------
Percentage of Voting
Amount Securities Represented
Title of Owned by Amount Given in
Name of Owner Class Beneficially Col. C
------------------------ --------- ------------- -----------------------
Not applicable by virtue of response to Item 13.
4
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:
As of August 20, 1997
Col. Col. B Col. C Col. D
-------------- -------- ------------------------- -------------------
Whether
the
Securities
are Amount Owned Beneficially
Voting or or Held as Collateral Percent of Class
Nonvoting Security for Obligations Represented by Amount
Title of Class Securities in Default Given in Col. C
-------------- ---------- ------------------------- ---------------------
Not applicable by virtue of response to Item 13.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
As of August 20, 1997
Col. A Col. B Col. C Col. D
--------------------------------- ------------ ---------------------- ----------------
Amount Owned
Beneficially or Held Percent of Class
as Collateral Security Represented by
Amount for Obligations in Amount Given
Name of Issuer and Title of Class Outstanding Default by Trustee in Col. C
--------------------------------- ----------- --------------------- ---------------
Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE(1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR(2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH
THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
As of August 20, 1997
Col. A Col. B Col. C Col. D
--------------------------------- ------------ ---------------------- ----------------
Amount Owned
Beneficially or Held Percent of Class
as Collateral Security Represented by
Amount for Obligations in Amount Given
Name of Issuer and Title of Class Outstanding Default by Trustee in Col. C
--------------------------------- ----------- --------------------- ---------------
Not applicable by virtue of response to Item 13.
5
ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
As of August 20, 1997
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
Col. A Col. B Col. C Col. D
___________________ ___________ ______________ _________________
Amount Owned
Beneficially
or Held
as Collateral
Security for Percent of Class
Obligations Represented by
Name of Issuer and Amount in Default Amount Given
Title of Class Outstanding by Trustee in Col. C
__________________ ___________ ______________ ________________
Not applicable by virtue of response to Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
As of August 20, 1997
Col. A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
______________________ __________________ ________
Not applicable by virtue of response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) State whether there is or has been a default with respect to the
Securities under this Indenture. Explain the nature of any such default.
There is not nor has there been a default with respect to the
securities under this Indenture.
(B) If the Trustee is a Trustee under another Indenture under which any
other Securities, or Certificates of Interest or participation in any other
Securities, of the Obligor are outstanding, or is Trustee for more than one
outstanding Series of Securities under the Indenture, state whether there has
been a default under any such Indenture or Series, identify the Indenture or
Series affected, and explain the nature of any such default.
There is not nor has there been a default with respect to the
securities under this Indenture. The trustee is not a trustee under other
indentures under which any other securities or certificates of interest or
participation in any other securities of the obligor are outstanding.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE OF THE TRUSTEES,
DESCRIBE EACH SUCH AFFILIATION.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.
Not applicable.
6
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the Articles of Association of First Trust National
Association as now in effect, incorporated herein by reference to Exhibit 1
to T-1; Registration No. 333-19025.
2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1, Registration No.
33-64175.
3. A copy of the certificate of authority to exercise corporate trust
powers, incorporated herein by reference to Exhibit 3 to T-1, Registration
No. 33-64175.
4. A copy of the existing By-Laws of First Trust National Association
as now in effect, incorporated herein by reference to Exhibit 4 to T-1,
Registration No. 333-26727.
5. Not applicable by virtue of response to Item 13.
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to T-1;
Registration No. 33-64175.
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, filed herewith.
8. Not applicable.
9. Not applicable.
7
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust National Association, a National Banking Association
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 Chicago, and state of
Illinois, as of 20th day of August, 1997.
FIRST TRUST NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxx
___________________________________________
Xxxxx X. Xxxx
Vice President and Assistant Secretary
8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997
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
DOLLAR AMOUNTS IN
THOUSANDS
-----------------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
a. Noninterest-bearing balances and currency and coin (1)......................... 0081 53,059 1.a
b. Interest-bearing balance(2).................................................... 0071 0 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)................... 1753 3,215 2.b
3. Federal funds sold and securities purchased under agreements to resell............ 1350 0 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCON
RC-C)....................................................... 2122 0 4.a
b. LESS: Allowance for loan and lease losses................... 3123 0 4.b
c. LESS: Allocated transfer risk reserve....................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)........................ 2125 0 4.d
5. Trading assets.................................................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases).......................... 2145 115 6.
7. Other real estate owned (from Schedule RC-N)...................................... 2150 0 7.
8. Investment 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 49,565 10.
11. Other assets (from Schedule RC-F)................................................. 2160 3,367 11.
12. Total assets (sum of items 1 through 11).......................................... 2170 109,321 12.
_______________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
9
Schedule RC -- Continued DOLLAR AMOUNTS IN THOUSANDS
---------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 2200 0 13.a
RCON
(1) Noninterest-bearing (1)............................................. 6631 0 13.a.1
(2) Interest-bearing.................................................... 6636 0 13.a.2
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................................................................. 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 (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less........................... 2332 0 16.a
b. With a remaining maturity of more than one year through three years..... A547 0 16.b
c. With a remaining maturity of more than three years...................... A548 0 16.c
17. Net applicable
18. Bank's liability on acceptances executed and outstanding................... 2920 0 18.
19. Subordinated notes and debentures (2)...................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G)..................................... 2930 2,024 20.
21. Total liabilities (sum of items 13 through 20)............................. 2948 2,024 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.............................. 3838 0 23.
24. Common stock............................................................... 3230 1,000 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 106,712 25.
26. a. Undivided profits and capital reserves.................................. 3632 (415) 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................................. 8434 0 26.b
27. Cumulative foreign currency translation adjustments........................
28. Total equity capital (sum of items 23 through 27).......................... 3210 107,297 28
29. Total liabilities and equity capital (sum of items 21 and 28).............. 3300 109,321 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 describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 1996....... 6724 N/A 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
---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited life preferred stock and related surplus.
