EXHIBIT 25-c
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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
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Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) [_]
The First National Bank of Chicago
(Exact name of trustee as specified in its charter)
A National Banking Association 00-0000000
(I.R.S. employer identification no.)
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx,
Xxxxxxxx
00000-0000
(Zip Code)
(Address of principal executive
offices)
Xxxxxx X. Xxxxxx
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
(000) 000-0000
(Name, address and telephone number of agent for service)
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BellSouth Telecommunications, Inc.
(Exact name of obligor as specified in its charter)
Georgia 00-0000000
(I.R.S. employer identification no.)
(State or other jurisdiction of
incorporation or organization)
000 Xxxx Xxxxxxxxx Xx., X.X. Xxxxxxx,
Xxxxxxx
00000
(Zip Code)
(Address of principal executive
offices)
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Debt Securities
(Title of the indenture securities)
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GENERAL
Item 1. General Information.
(a)Name and address of each examining or supervising authority to which it
is subject.
Comptroller of Currency
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, DC
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Underwriters.
None.
Item 3. Voting Securities of the Trustee.
Not Applicable.
Item 4. Trusteeships under Other Indentures.
Not applicable.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
Not applicable.
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Not applicable.
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Not applicable.
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Not applicable.
Item 9. Securities of Underwriters Owned or Held by the Trustee.
Not applicable.
Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not applicable.
Item 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.
Item 12. Indebtedness of the Obligor to the Trustee.
Not applicable.
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Item 13. Defaults by the Obligor.
(a)Whether there is or has been a default with respect to the securities
under this indenture.
There is not and has not been any such default.
(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.
There has not been any such default.
Item 14. Affiliations with the Underwriters.
Not applicable.
Item 15. Foreign Trustee.
Not applicable.
Item 16. List of Exhibits.
The additional exhibits listed below are filed herewith: exhibits, if any,
identified in parentheses are on file with the Commission and are incorporated
herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of
Practice.
Exhibit
Number
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1 --A copy of the Articles of Association of the Trustee as now in
effect. (Included in Exhibit 1 to Form T-1, Registration No. 333-
14201).
2 --A copy of the certificates of authority of the Trustee to commence
business. (Included in Exhibit 1 to Form T-1, Registration No. 333-
14201).
3 --A copy of the authorization of the Trustee to exercise corporate
trust powers. (Included in Exhibit 1 to Form T-1, Registration
No. 333-14201).
4 --Bylaws of the Trustee. (Included in Exhibit 1 to Form T-1,
Registration No. 333-14201).
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on December 31, 1998.
8 --Not applicable.
9 --Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, The First National Bank of Chicago, a National banking
association, 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 Chicago and the State of Illinois, on the 4th day of May, 1999.
The First National Bank of Chicago,
Trustee
/s/ Xxxxxx X. Xxxxxx
By __________________________________
Xxxxxx X. Xxxxxx
Vice President
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EXHIBIT 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 Debt Securities by
BellSouth Telecommunications, Inc., 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.
The First National Bank of Chicago
/s/ Xxxxxx X. Xxxxxx
By __________________________________
Xxxxxx X. Xxxxxx
Vice President
Dated: May 4, 1999
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The First National Bank of Chicago________________________________ST-BK: 17-1630
1 First Xxxxxxxx Xxxxx, Xxxxx 0000____________________________________XXXXX: 000
Xxxxxxx, XX 60670____________________________________________________CERT: 03618
Call Date: 12/31/1998
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 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
(Dollar Amounts
in Thousands)
ASSETS
RCFD
----
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1).... 0081 5,585,982
b. Interest-bearing balances(2)............................. 0071 4,623,842
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column
A)......................................................... 1754 0
b. Available-for-sale securities (from Schedule RC-B, column
D)......................................................... 1773 11,181,405
3. Federal funds sold and securities purchased under agree-
ments to resell............................................ 1350 9,853,544
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
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(from Schedule RC-C).......................... 2122 31,155,998
b. LESS: Allowance for loan and lease losses... 3123 411,963
c. LESS: Allocated transfer risk reserve....... 3128 3,884
d. Loans and leases, net of unearned income, allowance, and
reserve
(item 4.a minus 4.b and 4.c)............................. 2125 30,740,151
5. Trading assets (from Schedule RC-D)...................... 3545 7,635,778
6. Premises and fixed assets (including capitalized leases). 2145 739,925
7. Other real estate owned (from Schedule RC-M)............. 2150 4,827
8. Investments in unconsolidated subsidiaries and associated
companies (from
Schedule RC-M)............................................ 2130 202,359
9. Customers' liability to this bank on acceptances
outstanding................................................. 2155 269,516
10. Intangible assets (from Schedule RC-M)................... 2143 291,665
11. Other assets (from Schedule RC-F)........................ 2160 3,071,912
12. Total assets (sum of items 1 through 11)................. 2170 74,200,906
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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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Schedule RC--(Continued)
(Dollar Amounts
in Thousands)
LIABILITIES
RCON
----
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I)..................................... 2200 22,524,140
RCON
----
(1) Noninterest-bearing(1).................. 6631 10,141,937
(2) Interest-bearing........................ 6636 12,382,203
RCFN
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b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II.......................... 2200 19,691,237
RCFN
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(1) Noninterest-bearing...................... 6631 408,126
(2) Interest-bearing......................... 6636 19,283,111
RCFD
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14. Federal funds purchased and securities sold under agreements
to repurchase................................................ 2800 9,113,686
RCON
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15. a. Demand notes issued to the U.S. Treasury.............. 2840 120,599
RCFD
----
b. Trading liabilities (from Schedule RC-D)................. 3548 6,797,927
16. Other borrowed money (includes mortgage indebtedness and
obligations under
capitalized leases):
a. With a remaining maturity of one year or less............ 2332 5,385,355
b. With a remaining maturity of more than one year through
three years............................................... A547 327,126
c. With a remaining maturity of more than three years....... A548 316,411
17. Not applicable
18. Bank's liability on acceptances executed and outstanding.. 2920 269,516
19. Subordinated notes and debentures (2)..................... 3200 2,400,000
20. Other liabilities (from Schedule RC-G).................... 2930 2,137,443
21. Total liabilities (sum of items 13 through 20)............ 2948 69,083,440
22. Not applicable
EQUITY CAPITAL
RCFD
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23. Perpetual preferred stock and related surplus............. 3838 0
24. Common stock.............................................. 3230 200,858
25. Surplus (exclude all surplus related to preferred stock).. 3839 3,201,435
26. a. Undivided profits and capital reserves................ 3632 1,695,446
b. Net unrealized holding gains (losses) on available-for-
sale securities........................................... 8434 6,349
27. Cumulative foreign currency translation adjustments....... 3284 13,378
28. Total equity capital (sum of items 23 through 27)......... 3210 5,117,466
29. Total liabilities and equity capital (sum of items 21 and
28)........................................................ 3300 74,200,906
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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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Schedule RC -- (Continued)
RCFD Number
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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 1997............................ 6724 N/A
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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