EXHIBIT 25.2
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SECURITIES AND EXCHANGE COMMISSION
XXXXXXXXXX, X.X. 00000
_______________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)_________
_______________
U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
00-0000000
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
0000 Xxxx Xxx, Xxxxx 0000 00000
Xxxxxx, Xxxxx (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
0000 Xxxx Xxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
(000) 000-0000
(Name, address and telephone number of agent for service)
_______________
Independent Capital
(Exact name of obligor as specified in its charter)
Delaware Being Applied For
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
(Address of principal executive offices) (Zip Code)
_______________
__% Preferred Securities
(Title of the indenture securities)
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GENERAL
1. General Information.
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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 Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
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If the obligor or any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.
None.
3. Voting Securities of the Trustee.
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Furnish the following information as to each class of voting securities of
the Trustee:
As of May 28, 1998
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares
4. Trusteeships under Other Indentures.
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Not Applicable
5. Interlocking Directorates and Similar Relationships with the Obligor or
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Underwriters.
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Not Applicable
6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
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Not Applicable
7. Voting Securities of the Trustee Owned by Underwriters or their Officials.
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Not Applicable
8. Securities of the Obligor Owned or Held by the Trustee.
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Not Applicable
9. Securities of Underwriters Owned or Held by the Trustee.
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Not Applicable
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
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Affiliates or Security Holders of the Obligor.
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Not Applicable
11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
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50 Percent or More of the Voting Securities of the Obligor.
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Not Applicable
12. Indebtedness of the Obligor to the Trustee.
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Not Applicable
13. Defaults by the Obligor.
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Not Applicable
14. Affiliations with the Underwriters.
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Not Applicable
15. Foreign Trustee.
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Not Applicable
16. List of Exhibits.
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T-1.1 - A copy of the Articles of Association of U.S. Trust Company of
Texas, N.A.; incorporated herein by reference to Exhibit T-1.1
filed with Form T-1 Statement, Registration No. 22-21897.
16. (con't.)
T-1.2 - A copy of the certificate of authority of the Trustee to commence
business; incorporated herein by reference to Exhibit T-1.2 filed
with Form T-1 Statement, Registration No. 22-21897.
T-1.3 - A copy of the authorization of the Trustee to exercise corporate
trust powers; incorporated herein by reference to Exhibit T-1.3
filed with Form T-1 Statement, Registration No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas, N.A., as
amended to date; incorporated herein by reference to Exhibit T-1.4
filed with Form T-1 Statement, Registration No. 22-21897.
T-1.6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of May 28, 1998, the Trustee had 5,000 shares of Capital Stock outstanding,
all of which are owned by U.S. T.L.P.O. Corp. As of May 28, 1998, U.S.
T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of which are
owned by U.S. Trust Corporation. U.S. Trust Corporation had outstanding
19,142,000.00 shares of $5 par value Common Stock as of May 28, 1998.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
In as much as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11, the answers to said Items are based upon incomplete information. Items
2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless amended by
an amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the Trustee
disclaims responsibility for the accuracy or completeness of such information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, U.S
Trust Company of Texas, N.A., a national banking association organized under the
laws of the United States of America, 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 Dallas, and State of Texas on the
31st day of July, 1998.
U.S. Trust Company
of Texas, N.A., Trustee
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Vice President
Exhibit T-1.6
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 Independent Capital __%
Preferred Securities, 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 therefore.
U.S. Trust Company of Texas, N.A.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Vice President
