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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) ________________
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 00-0000000
(State of Incorporation (I.R.S. employer
If not a U.S. national bank) Identification number)
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, N.Y.
(Address of principal 10006
Executive office) (Zip code)
_____________________________________________________________________________
CENDANT CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
060918165
(I.R.S. employer identification no.)
0 Xxxxxx Xxx
Xxxxxxxxxx, X.X. 07054
(Address of principal executive offices) (Postal Code)
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SENIOR DEBENTURES
(Title of the indenture securities)
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.
Federal Reserve Bank of New York
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X. X. 10045
State of New York Banking Department
State House, Albany, N.Y.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliation with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation. The obligor is not an affiliate of the
Trustee.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
Exhibit I - Copy of the Organization Certificate of the
Trustee as now in effect. (Exhibit I to T-1 to
Registration Statement No. 3336688).
Exhibit 2 - Copy of the Certificate of Authority of the
Trustee to commerce business. (Exhibit 2 to T-1 to
Registration Statement No. 333-6688).
Exhibit 3 - None; authorization to exercise corporate trust
powers is contained in the documents identified
above as Exhibit I and 2.
Exhibit 4 - Copy of the existing By-Laws of the Trustee.
(Exhibit 4 to T- 1 to Registration Statement No.
333-6688).
Exhibit 5 - No Indenture referred to in Item 4.
Exhibit 6 - The consent of the Trustee required by Section
321 (b) of the Trust Indenture Act of 1939.(Exhibit
6 to T-1 to Registration Statement No. 333-27685).
Exhibit 7 - Copy of the latest Report of Condition of the
Trustee as of June 30, 1999
SIGNATURE
Pursuant to the requirements of the Trust Indenture
Act of 1939, the Trustee, The Bank of Nova Scotia Trust Company of New
York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
New York, and State of New York, on the 1st day of September, 1999.
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxx Xxxxxxx
_________________________
Xxxxxx Xxxxxxx
Secretary
FFIEC 034
Page RC- I
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK LEGAL TITLE OF BANK
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LEGAL TITLE OF BANK
NEW YORK
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CITY
NEW YORK 10006
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STATE ZIP CODE
FDIC CERTIFICATE NUMBER _ _ _ _ _
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1999
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 C100
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Mil Thou
ASSETS
1. Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and coin[1,2] ........................ RCON 13 643 1.a.
0081
b. Interest-bearing balances[3] ................................................... RCON 1.b.
0071
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) ..................... RCON 1 371 2.a.
1754
b. Available-for-sale securities (from Schedule RC-8, column D) ................... RCON 0 2.b.
1773
3. Federal funds sold[4] and securities purchased under agreements to resell .......... RCON 3 852 3.
1350
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCON 4.a.
2122
b. LESS: Allowance for loan and lease losses 3123 4.b. RCON 4.b.
3123
c. LESS. Allocated transfer risk reserve RCON 4.c.
3128
d. Loans and leases, net of unearned income, allowance, and reserve ............... RCON 0 4.d.
(item 4.a minus 4.b and 4.c) 2125
5. Trading assets RCON 0 5.
3545
6. Premises and fixed assets (including capitalized leases) RCON 243 6.
2145
7. Other real estate owned (from Schedule RC-M) RCON 0 7.
2150
8. Investments in unconsolidated subsidiaries and associated companies RCON 0 8.
(from Schedule RC-M) 2130
9. Customers' liability to this bank on acceptances outstanding RCON 0 9.
2155
10. Intangible assets (from Schedule RC-M) RCON 7 455 10.
2143
11. Other assets (from Schedule RC-F) RCON 779 11.
2160
12. Total assets (sum of items 1 through 11) RCON 28 873 12.
2170
[1] Includes cash items in process of collection and unposted debits.
[2] The amount reported in this item must be greater than or equal to the
sum of Schedule RC-M, items 3.a and 3.b.
[3] Includes time certificates of deposit not held for trading.
[4] Report "term federal funds sold" in Schedule RC, item 4.a, "Loans and
leases, not of unearned income," and in Schedule RC-C, part I.
Before second table
Dollar Amounts in Thousands C100
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Xxx Xxxx
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON 15 928 13.a.
from Schedule RC-E) 2200
(1) Noninterest-bearing[1] RCON 15 764 13.a.(1)
6631
(2) Interest-bearing RCON 164 13.a.(2)
6636
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 RCON 0 14.
agreements to repurchase 2800
15. a. Demand notes issued to the U.S. Treasury RCON 0 15.a.
2840
b. Trading liabilities RCON 0 15.b.
3548
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
a. With a remaining maturity of one year or less IS 0 RCON 0 16.a.
2332
b. With a remaining maturity of more than one year through RCON 0 16.b.
three years A547
c. With a remaining maturity of more than three years RCON 0 16.c.
A548
17. Not applicable
18. Bank's liability on acceptances executed and outstanding RCON 0 18.
2920
19. Subordinated notes and debentures[3] RCON 0 19.
3200
20. Other liabilities (from Schedule RC-G) 12c. . e 2 RCON 2 510 20.
2930
21. Total liabilities Isum, of items 13 through 20) RCON 18 438 21.
2948
22. Not applicable
EQUITY CAPITAL
23. Xxxxxxxxx preferred stock and related surplus RCON 0 23.
3838
24. Common stock RCON 1 000 24.
3230
25. Surplus (exclude all surplus related to preferred stock) RCON 8 200 25.
3839
26. a. Undivided profits and capital reserves RCON 1 235 26.a
3632
b. Net unrealized holding gains (losses) on available-for-sale RCON 0 26.b.
securities 8434
c. Accumulated not gains (losses) on cash flow xxxxxx RCON 0 26.c.
4336
27. Cumulative foreign currency translation adjustments
28. Total equity capital (sum of items 23 through 27) RCON 10 435 28.
3210
29. Total liabilities and equity capital (sum of items 21 and 28) RCON 28 873 29.
3300
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 Number auditors as of any date
during 1998
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 accordance with generally
accepted auditing by standards by other external auditors Imay be
required by a certified public accounting firm which submits state a
report chartering authority) on the bank
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 nonintarest-bearing time and
savings deposits.
[2] Report "term federal funds purchased" in Schedule RC, item 16,
"Other borrowed money."
[3] Includes limited-life preferred stock and related surplus.
