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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, X.X. 00000
(Address of principal (Zip code)
Executive office)
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CENDANT CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
00-0000000
(I.R.S. employer identification no.)
0 Xxxxxx Xxx
Xxxxxxxxxx, X.X. 00000
(Address of principal executive offices) (Postal Code)
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CONVERTIBLE AND NON-CONVERTIBLE
SUBORDINATED DEBT SECURITIES
(Title of the 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.
Federal Reserve Bank of New York
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X. Y. 00000
Xxxxx xx Xxx Xxxx 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 1 - Copy of the Organization Certificate of the Trustee as now
in effect. (Exhibit 1 to T-1 to Registration Statement No.
333-6688).
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 1
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 September 30, 1997
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 29th day of January, 1998.
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Vice President
Affix the address label in this space.
The Bank of Nova Scotia Trust Company of New York
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Legal Title of Bank
New York
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Xxxx
XX 00000
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State Zip Code
FDIC Certificate Number
Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for September 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 C100
Mil Thou
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ASSETS
1. Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and coin(1)(3)...........408
b. Interest-bearing balances(2)......................................NONE
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)........1880
b. Available-for-sale securities (from Schedule RC-B, column D)......NONE
3. Federal funds sold(4) and securities purchased under agreements
to resell.........................................................2400
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)........
b. LESS: Allowance for loan and lease losses............................
c. LESS: Allocated transfer risk reserve................................
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c).....................................NONE
5. Trading assets......................................................NONE
6. Premises and fixed assets (including capitalized leases)..............16
7. Other real estate owned (from Schedule RC-M)........................NONE
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)................................................NONE
9. Customers' liability to this bank on acceptances outstanding........NONE
10. Intangible assets (from Schedule RC-M)..............................NONE
11. Other assets (from Schedule RC-F)....................................110
12. a. Total assets (sum of items 1 through 11).........................4814
b. Losses deferred pursuant to 12 U.S.C. 1823(j)....................NONE
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823(j)
(sum of items 12.a and 12.b).....................................4814
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(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, net of unearned income," and in Schedule RC-C, part 1.
Schedule RC--Continued
Dollar Amounts in Thousands Mil Thou
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule
RC-1)...................................................2404 13.a
(1) Noninterest-bearing(1).........................1500 13.a
(2) Interest-bearing................................904 13.a
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 agreements to
repurchase..............................................NONE 14.
15. a. Demand notes issued to the U.S. Treasury................NONE 15.a
b. Trading liabilities.....................................NONE 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less...........NONE 16.a
b. With a remaining maturity of more than one year through
three years.............................................NONE 16.b
c. With a remaining maturity of more than three years......NONE 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding...NONE 18.
19. Subordinated notes and debentures(3).......................NONE 19.
20. Other liabilities (from Schedule RC-G).......................46 20.
21. Total liabilities (sum of items 13 through 20).............2450 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus..............NONE 23.
24. Common stock...............................................1000 24.
25. Surplus (exclude all surplus related to preferred stock)...1000 25.
26. a. Undivided profits and capital reserves...................364 26.a
b. Net unrealized holding gains (losses) on available-for-
sale securities.........................................NONE 26.b
27. Cumulative foreign currency translation adjustments............
28. a. Total equity capital (sum of items 23 through 27).......2364 28.a
b. Losses deferred pursuant to 12 U.S.C. 1823(j)...........NONE 28.b
c. Total equity capital and losses deferred pursuant to
12 U.S.C. 1823(j) (sum of items 28.a and 28.b)..........2364 28.c
29. Total liabilities, equity capital, and losses deferred
pursuant to 12 U.S.C. 1823(j) (sum of items 21 and 28.c)...4816 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
1998....................................................... 1 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
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(1) Includes total demand deposits and noninterest-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.