EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Exact name of Trustee as specified in its charter)
000 XXXXX XXXXX XXXXXX, 0XX XXXXX
XXXXXXXXX, XXXXX XXXXXXXX 28288-1179 00-0000000
(Address of principal executive (Zip Code) (I.R.S. Employer Identification
office) No.)
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INTEGON CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
(Address of principal executive offices) (Zip Code)
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10 3/4% Junior Subordinated Deferrable Interest Debentures, Series B
(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:
Board of Governors of the Federal Reserve System Washington, DC
The Comptroller of the Currency Washington, D.C.
Securities and Exchange Commission,
Division of Market Regulation Washington, D.C.
Federal Deposit Insurance Corporation 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.
(See Note 1 on Page 4)
3. VOTING SECURITIES OF THE TRUSTEE.
The following information is furnished as to each class of voting
securities of the Trustee:
As of January 31, 1997
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Column A Column B
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Title of Class Amount Outstanding
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Common Stock, par value $3.33-1/3 a share 286,793,193 shares
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
The Trustee is not 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.
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Neither the Trustee nor 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.
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
The amount of voting securities of First Union Corporation, the parent
of the trustee owned, beneficially by the obligor and its directors,
partners, executive officers, taken as a group, do not exceed one (1)
percent of the outstanding voting securities of First Union Corporation.
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.
The amount of voting securities of First Union Corporation, the parent
of the Trustee, owned beneficially by any underwriter for the the obligor
and its directors, partners, and executive officers, taken as a group, do
not exceed one(1) percent of the outstanding voting securities of First
Union Corporation.
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
The trustee does not own beneficially or hold as collateral security
for obligations in default any securities of any class of the obligor in
excess of one (1) percent of the outstanding securities of such class.
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9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
The trustee does not own beneficially or hold as collateral security
for obligations in default any securities of an underwriter for the obligor
in excess of one (1) percent of the outstanding securities of such class..
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
The Trustee does not own beneficially or hold as collateral security
for obligations in default any voting securities of any class of a person
who, to the knowledge of the Trustee (1) owns 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a subsidiary,
of the obligor, in excess of one (1) percent of the outstanding voting
securities of such class.
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.
The Trustee does not own beneficially or hold as collateral security
for obligations in default any securities of any class of a person who, to
the knowledge of Trustee, owns 50% or more of the voting securities of the
obligor, in excess of one (1) percent of the outstanding securities of such
class.
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
The obligor has a $75,000,000 revolving credit facility in which First
Union National Bank of North Carolina participates with a commitment of
$25,000,000. The credit facility has a termination date of July 25, 1999.
13. DEFAULTS BY THE OBLIGOR.
Not applicable.
14. AFFILIATIONS WITH THE UNDERWRITERS.
No underwriter is an affiliate of the Trustee.
15. FOREIGN TRUSTEE.
Not applicable.
16. LIST OF EXHIBITS.
(1) Articles of Association of the Trustee as now in effect. Incorporated
in Exhibit (1) filed with Form T-1 Statement included in Registration
Statement No. 33-45946.
(2) Certificate of Authority of the Trustee to commence business.
Incorporated by reference in Exhibit (2) filed with Form T-1 Statement
included in Registration Statement No. 33-45946.
(3) Authorization of the Trustee to exercise corporate trust powers, if
such authorization is not contained in the documents specified in
exhibits (1) and (2) above. Included at Page 6 of this Form T-1
Statement.
(4) By-Laws of the Trustee. Incorporated by reference in Exhibit (4) filed
with Form T-1 Statement included in Registration Statement No.
33-45946.
(5) Not applicable.
(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. Incorporated by reference in Exhibit
(7) filed with Form T-1 Statement included in Registration Statement No.
33-45946.
(8) Not applicable.
(9) Not applicable.
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NOTES
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1. Since the trustee is a member of First Union Corporation, a bank
holding company, all of the voting securities of the trustee are held by
First Union Corporation. The securities of First Union Corporation are
described in Item 3.
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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 NORTH CAROLINA, a national
banking organization, 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 Charlotte, and State of North Carolina on the
26th day of February, 1997.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trustee)
BY:/s/ Xxxxx xx xx Canal
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Xxxxx xx xx Xxxxx, Assistant Vice President
EXHIBIT T-1 (6)
CONSENTS OF TRUSTEE
Pursuant to the requirements of section 321(b) of the Trust Indenture Act
of 1939 and in connection with the proposed issuance by Integon Corporation of
its 10 3/4 % Junior Subordinated Deferrable Interest Debentures, Series B, First
Union National Bank of North Carolina, 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 NORTH CAROLINA
BY:/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Vice President
Dated: February 26, 1997
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EXHIBIT T-1 (3)
EXTRACT FROM THE BY-LAW OF
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
SECTION 8.2. Execution of Instruments. All agreements, indentures,
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mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies, and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairman of the Board, or the President, or
any Vice Chairman of the Board, any Vice president or Assistant Vice President,
or the Secretary or Assistant Secretary, Xxxxxxx, or Assistant Cashier, or, if
in connection with the exercise of fiduciary powers of the Association, by any
of said officers or by any Trust Officer or Assistant Trust Office; provided,
however, that where required, any such instruments may also be executed,
acknowledge, verified, delivered, or accepted in behalf of The Association in
such other manner and by such other officers as the Board of Directors may from
time to time direct. the provisions of this Section 8.2 are supplementary to any
other provision of these By Laws.
I HEREBY CERTIFY THAT THE forgoing is a true and complete extract from the By-
Laws of First Union National Bank of North Carolina, a national banking
association, now in full force and affect.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said Association on February 26, 1997.
/s/ Xxxxxx X. Xxxx
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Assistant Secretary
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