Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
HSBC Bank USA
(Exact name of trustee as specified in its charter)
New York | 13-2774727 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
452 Fifth Avenue, New York, NY | 10018-2706 | |
(212) 525-5600 | (Zip Code) | |
(Address of principal executive offices) |
Warren L. Tischler, SVP
HSBC Bank USA
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212) 525-1311
(Name, address and telephone number of agent for service)
AmeriCredit Corp.*
(Exact name of obligor as specified in its charter)
Texas | 75-2291093 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
801 Cherry Street, Suite 3900 | ||
Fort Worth, Texas | 76102 | |
(817) 302-7000 | (Zip Code) | |
(Address of principal executive offices) |
1.75% Convertible Senior Notes due 2023
(Title of Indenture Securities)
*TABLE OF ADDITIONAL REGISTRANTS
Name, Address and Telephone Number | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | ||
Americredit Corporation of California (1) | California | 33-0011256 | ||
AmeriCredit Financial Services, Inc. (1) | Delaware | 75-2439888 | ||
AmeriCredit Financial Services of Canada Ltd. (1) | Ontario, Canada | 866121080 | ||
AmeriCredit Management Company (1) | Delaware | 75-2788787 | ||
AmeriCredit Consumer Discount Company (1) | Pennsylvania | 75-2883750 | ||
ACF Investment Corp. (1) | Delaware | 75-2442194 | ||
AmeriCredit Service Center Ltd. (1) | Ontario, Canada | 866047046 | ||
AmeriCredit Flight Operations, LLC (1) | Texas | 75-2931810 | ||
AmeriCredit NS I Co. (1) | Nova Scotia, Canada | 859921132 | ||
AmeriCredit NS II Co. (1) | Nova Scotia, Canada | 859921330 |
(1) | The address of these additional registrants is: 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102. The telephone number of each is (817) 302-7000. |
General
Item 1.General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2.Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None
Item 16.List of Exhibits
Exhibit
T1A(i) | (1) | Copy of the Organization Certificate of HSBC Bank USA. | ||
T1A(ii) | (1) | Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of HSBC Bank USA to commence business as amended effective on March 29, 1999. | ||
T1A(iii) | Not applicable. | |||
T1A(iv) | (3) | Copy of the existing By-Laws of HSBC Bank USA as amended on April 11, 2002. | ||
T1A(v) | Not applicable. | |||
T1A(vi) | (2) | Consent of HSBC Bank USA required by Section 321(b) of the Trust Indenture Act of 1939. | ||
T1A(vii) | Copy of the latest report of condition of the trustee (September 30, 2003), published pursuant to law or the requirement of its supervisory or examining authority. | |||
T1A(viii) | Not applicable. | |||
T1A(ix) | Not applicable. |
(1) | Exhibits previously filed with the Securities and Exchange Commission with Registration No. 022-22429 and incorporated herein by reference thereto. |
(2) | Exhibit previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. |
(3) | Exhibit previously filed with the Securities and Exchange Commission with Registration No. 333-88532 and incorporated herein by reference thereto. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, a banking corporation and trust company organized 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 18th day of December, 2003.
HSBC BANK USA | ||
By: | /s/ Frank J. Godino | |
Frank J. Godino | ||
Vice President |
Exhibit T1A (vii)
Board of Governors of the Federal Reserve System | ||||
OMB Number: 7100-0036 | ||||
Federal Deposit Insurance Corporation | ||||
OMB Number: 3064-0052 | ||||
Office of the Comptroller of the Currency | ||||
OMB Number: 1557-0081 | ||||
Federal Financial Institutions Examination Council | Expires April 30, 2006 | |||
Please refer to page i, Table of Contents, for the required disclosure of estimated burden. | 1 |
Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices—FFIEC 031
Report at the close of business September 30, 2003
(19980930)
(RCRI 9999)
This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).
NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.
I,Joseph R. Simpson, Controller
Name and Title of Officer Authorized to Sign Report
Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe.
/s/ Joseph R. Simpson
Signature of Officer Authorized to Sign Report
11/12/03
Date of Signature
This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
/s/ Sal H. Alfieri
Director (Trustee)
/s/ Bernard J. Kennedy
Director (Trustee)
/s/ Martin Glynn
Director (Trustee)
Submission of Reports
Each Bank must prepare its Reports of Condition and Income either:
(a) | in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or |
b) in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS.
FDIC Certificate Number 0 0 5 8 9
(RCRI 9030)
http://WWW.BANKING.US.HSBC.COM
Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)
(Example: www.examplebank.com)
For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.
HSBC Bank USA
Legal Title of Bank (TEXT 9010)
Buffalo
City (TEXT 9130)
N.Y. 14203
State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA of Buffalo
Name of Bank City
in the state of New York, at the close of business September 30, 2003
ASSETS | ||||||
Thousands of dollars | ||||||
Cash and balances due from depository institutions: | ||||||
a. Non-interest-bearing balances currency and coin | $ | 2,350,034 | ||||
b. Interest-bearing balances | 1,160,995 | |||||
Held-to-maturity securities | 4,213,089 | |||||
Available-for-sale securities | 14,211,802 | |||||
Federal funds sold and securities purchased under agreements to resell: | ||||||
a. Federal funds sold in domestic offices | 633,000 | |||||
b. Securities purchased under agreements to resell | 3,994,723 | |||||
Loans and lease financing receivables: | ||||||
Loans and leases held for sale | $ | 2,653,585 | ||||
Loans and leases net of unearned income | $ | 42,180,013 | ||||
LESS: Allowance for loan and lease losses | 434,830 | |||||
Loans and lease, net of unearned income, allowance, and reserve | $ | 41,745,183 | ||||
Trading assets | 11,522,909 | |||||
Premises and fixed assets | 673,337 | |||||
Other real estate owned | 11,310 | |||||
Investments in unconsolidated subsidiaries | 243,581 | |||||
Customers’ liability to this bank on acceptances outstanding | 80,310 | |||||
Intangible assets: Goodwill | 2,211,273 | |||||
Intangible assets: Other intangible assets | 503,927 | |||||
Other assets | 3,948,333 | |||||
Total assets | 90,157,211 |
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 42,764,284 | |||
Non-interest-bearing | 6,078,506 | |||
Interest-bearing | 36,685,778 | |||
In foreign offices | 20,037,930 | |||
Non-interest-bearing | 417,850 | |||
Interest-bearing | 19,620,080 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
a. Federal funds purchased in domestic offices | 90,885 | |||
b. Securities sold under agreements to repurchase | 390,103 | |||
Trading Liabilities | 8,070,149 | |||
Other borrowed money | 5,316,355 | |||
Bank’s liability on acceptances | 80,130 | |||
Subordinated notes and debentures | 1,549,223 | |||
Other liabilities | 4,181,576 | |||
Total liabilities | 82,480,605 | |||
Minority Interests in consolidated Subsidiaries | 342 | |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | — | |||
Common Stock | 205,000 | |||
Surplus | 6,420,202 | |||
Retained earnings | 893,079 | |||
Accumulated other comprehensive income | 157,983 | |||
Other equity capital components | — | |||
Total equity capital | 7,676,264 | |||
Total liabilities, minority interests and equity capital | 90,157,211 |