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EXHIBIT T3F
FORM T-1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
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UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
NEW YORK 00-0000000
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
000 XXXX 00XX XXXXXX 00000-0000
XXX XXXX, XX (Zip Code)
(Address of principal executive offices)
COMPLIANCE OFFICER
OFFICE OF GENERAL COUNSEL
000 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000-1532
(000)-000-0000
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ALTIVA FINANCIAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 00-0000000
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
0000 XXXXXXXX XXXXXX, 0XX XXXXX
XXXXXXX XX 00000
(Address of principal executive offices) (Zip Code)
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12% SECURED CONVERTIBLE SENIOR NOTES
(Title of the indenture securities)
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GENERAL
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 (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, DC
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH THE OBLIGOR
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
ITEMS 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 AND 15:
The Obligor is currently not in default under any of its outstanding
securities for which United States Trust Company of New York is
Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11,
12, 13, 14 and 15 of Form T-1 are not required under General
Instruction B.
16. LIST OF EXHIBITS
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to
Form T-1 filed on September 15, 1995 with the Commission
pursuant to the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990 (Registration No.
33-97056)
T-1.2 -- Included in Exhibit T-1.1 of this Statement of Eligibility.
T-1.3 -- Included in Exhibit T-1.1 of this Statement of Eligibility.
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to
Form T-1 filed on September 15, 1995 with the Commission
pursuant to the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990 (Registration No. 33-
97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust the Trust Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
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NOTE
As of February 8, 2000, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in ITEM 2., refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering ITEM 2. in this statement of eligibility as to matters
peculiarly within the knowledge of the obligor or its directors, the trustee has
relied upon information furnished to it by the obligor and will rely on
information to be furnished by the obligor and the trustee disclaims
responsibility for the accuracy or completeness of such information.
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Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States 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 23rd day
of November, 1998.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx
Authorized Officer
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EXHIBIT T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
January 7, 1997
Securities and Exchange Commission
000 0xx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, and subject to
the limitations set forth therein, United States Trust Company of New York
("U.S. Trust") hereby consents that reports of examinations of U.S. Trust by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By: XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Senior Vice President
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EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
September 30, 1999
($ In thousands)
ASSETS
Cash and Due from Banks..................................... $ 193,236
Short-Term Investments...................................... 57,951
Securities, Available for Sale.............................. 489,135
Loans....................................................... 2,423,223
Less: Allowance for Credit Losses........................... 17,792
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Net Loans.......................................... 2,405,431
Premises and Equipment...................................... 56,406
Other Assets................................................ 123,784
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Total Assets.................................... $3,325,943
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LIABILITIES
Deposits:
Non-Interest Bearing............................... $ 779,713
Interest Bearing................................... 1,973,842
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Total Deposits.................................. 2,753,555
Short-Term Credit Facilities................................ 238,736
Accounts Payable and Accrued Liabilities.................... 142,477
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Total Liabilities............................... $3,134,768
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STOCKHOLDER'S EQUITY
Common Stock................................................ 14,995
Capital Surplus............................................. 53,041
Retained Earnings........................................... 124,916
Unrealized Gains on Securities Available for Sale (Net of
Taxes)................................................... (1,777)
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Total Stockholder's Equity...................... 191,175
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Total Liabilities and Stockholder's Equity...... $3,325,943
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I, Xxxxxxx X. Xxxxxxxxx, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Xxxxxxx X. Xxxxxxxxx, SVP & Controller
September 30, 1999
