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EXHIBIT 25.1
UNITED STATES
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) ý
SUNTRUST BANK
(Exact name of trustee as specified in its charter)
Georgia (State of incorporation if not a U.S. national bank) | 58-0466330 (I.R.S. employer identification no.) | |||
303 Peachtree Street 30th Floor Atlanta, Georgia (Address of principal executive offices) | 30308 (Zip Code) |
George T. Hogan
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
(404) 588-7591
(Name, address and telephone number of agent for service)
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 13-1024020 (IRS employer identification no.) | |||
1114 Avenue of the Americas New York, New York (Address of principal executive offices) | 10036 (Zip Code) |
Senior Debt Securities
Pursuant to Registration Statement No. 333-109384
(Title of the indenture securities)
- 1.
- General information.
- (a)
- Name and address of each examining or supervising authority to which it is subject.
- (b)
- Whether it is authorized to exercise corporate trust powers.
Furnish the following information as to the trustee:
Department of Banking and Finance,
State of Georgia
Atlanta, Georgia
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
Yes.
- 2.
- Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
- 3-15
- No responses are included for Items 3 through 15. As provided in General Instruction B, responses to those Items are not required because the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.
- 16.
- List of Exhibits.
- (1)
- A copy of the Articles of Amendment and Restated Articles of Association of the trustee as now in effect (Incorporated by reference to Exhibit 1 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).
- (2)
- A copy of the certificate of authority of the trustee to commence business. (Included in Exhibit 1).
- (3)
- A copy of the authorization of the trustee to exercise corporate trust powers (Included in Exhibit 1).
- (4)
- A copy of the existing by-laws of the trustee as now in effect (Incorporated by reference to Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).
- (5)
- Not applicable.
- (6)
- The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.
- (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 as of the close of business on June 30, 2004.
- (8)
- Not applicable.
- (9)
- Not applicable.
List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed 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.
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and the State of Georgia, on the 12th day of November, 2004.
SUNTRUST BANK | ||||
By: | /s/ George T. Hogan George T. Hogan Vice President |
EXHIBIT 1 TO FORM T-1
ARTICLES OF ASSOCIATION
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 1 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)
EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Included in Exhibit 1)
EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS
(Included in Exhibit 1)
EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)
EXHIBIT 5 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of up to $1,800,000,000 of Senior Debt Securities by The Interpublic Group of Companies, Inc., SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
SUNTRUST BANK | |||
By: | |||
/s/ George T. Hogan George T. Hogan Vice President |
EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
SunTrust Bank ATLANTA Certificate Number: 00867 | FFIEC 031 Consolidated Report of Condition for June 30, 2004 |
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2004
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 | C400 |
Dollar Amounts in Thousands
ASSETS | |||||||||||||
1. | Cash and balances due from depository institutions (from Schedule RC-A): | RCFD | |||||||||||
a. | Non-interest bearing balances and currency and coin (1) | 0081 | 4,194,416 | 1.a | |||||||||
b. | Interest-bearing balances (2) | 0071 | 21,915 | 1.b | |||||||||
2. | Securities: | ||||||||||||
a. | Held-to-maturity securities (from Schedule RC-B, column A) | 1754 | 0 | 2.a | |||||||||
b. | Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 23,009,751 | 2.b | |||||||||
3. | Federal funds sold and securities purchased under agreements to resell: | RCON | |||||||||||
a. | Federal funds sold in domestic offices | B987 | 357,925 | 3.a | |||||||||
RCFD | |||||||||||||
b. | Securities purchased under agreements to resell (3) | B989 | 3,578,775 | 3.b | |||||||||
4. | Loans and lease financing receivables (from Schedule RC-C): | ||||||||||||
a. | Loans and leases held for sale | 5369 | 5,030,617 | 4.a | |||||||||
b. | Loans and leases, net of unearned income | B528 | 82,439,174 | 4.b | |||||||||
c. | LESS: Allowance for loan and lease losses | 3123 | 938,733 | 4.c | |||||||||
d. | Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | B529 | 81,500,441 | 4.d | |||||||||
5. | Trading assets (from Schedule RC-D) | 3545 | 1,198,917 | 5 | |||||||||
6. | Premises and fixed assets (including capitalized leases) | 2145 | 1,375,533 | 6 | |||||||||
7. | Other real estate owned (from Schedule RC-M) | 2150 | 20,827 | 7 | |||||||||
8. | Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 | 0 | 8 | |||||||||
9. | Customers' liability to this bank on acceptances outstanding | 2155 | 25,849 | 9 | |||||||||
10. | Intangible assets: | 10 | |||||||||||
a. | Goodwill | 3163 | 886,405 | 10.a | |||||||||
b. | Other intangible assets from Schedule RC-M | 0426 | 613,708 | 10.b | |||||||||
11. | Other assets (from Schedule RC-F) | 2160 | 4,065,518 | 11 | |||||||||
12. | Total assets (sum of items 1 through 11) | 2170 | 125,880,597 | 12 |
- (1)
- Includes cash items in process of collection and unposted debits.
- (2)
- Include time certificates of deposit not held for trading.
- (3)
- Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.
| ||
---|---|---|
SunTrust Bank Certificate Number: 00867 | FFIEC 031 |
Schedule RC – Continued
Dollar Amounts in Thousands
LIABILITIES | |||||||||||||
13. | Deposits: | RCON | |||||||||||
a. | In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I): | 2200 | 78,171,321 | 13.a | |||||||||
(1) Noninterest-bearing (1) | 6631 | 11,214,162 | 13.a.1 | ||||||||||
(2) Interest-bearing | 6636 | 66,957,159 | 13.a.2 | ||||||||||
b. | In foreign offices, Edge and Agreement subsidiaries, and IBFs | RCFN | |||||||||||
(from Schedule RC-E, part II) | 2200 | 7,633,771 | 13.b | ||||||||||
(1) Noninterest-bearing | 6631 | 0 | 13.b.1 | ||||||||||
(2) Interest-bearing | 6636 | 7,633,771 | 13.b.2 | ||||||||||
14. | Federal funds purchased and securities sold under agreements to repurchase: | ||||||||||||
RCON | |||||||||||||
a. | Federal funds purchased in domestic offices (2) | B993 | 1,826,284 | 14.a | |||||||||
RCFD | |||||||||||||
b. | Securities sold under agreements to repurchase (3) | B995 | 8,933,552 | 14.b | |||||||||
15. | Trading liabilities (from Schedule RC-D) | 3548 | 1,043.323 | 15 | |||||||||
16. | Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | 3190 | 12,892,704 | 16 | |||||||||
17. | Not applicable | ||||||||||||
18. | Bank's liability on acceptances executed and outstanding | 2920 | 25,849 | 18 | |||||||||
19. | Subordinated notes and debentures (4) | 3200 | 2,149,384 | 19 | |||||||||
20. | Other liabilities (from Schedule RC-G) | 2930 | 2,177,105 | 20 | |||||||||
21. | Total liabilities (sum of items 13 through 20) | 2948 | 114,853,293 | 21 | |||||||||
22. | Minority interest in consolidated subsidiaries | 3000 | 967,608 | 22 | |||||||||
EQUITY CAPITAL | |||||||||||||
23. | Perpetual preferred stock and related surplus | 3838 | 0 | 23 | |||||||||
24. | Common stock | 3230 | 21,600 | 24 | |||||||||
25. | Surplus (exclude all surplus related to preferred stock) | 3839 | 3,245,229 | 25 | |||||||||
26. | a. | Retained earnings | 3632 | 6,060,212 | 26.a | ||||||||
b. | Accumulated other comprehensive income (5) | B530 | 732,655 | 26.b | |||||||||
27. | Other equity capital components (6) | A130 | 0 | 27 | |||||||||
28. | Total equity capital (sum of items 23 through 27) | 3210 | 10,059,696 | 28 | |||||||||
29. | Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28) | 3300 | 125,880,597 | 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 2003 | RCFD 6724 | Number N/A | 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 | 5= | Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) | |||
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) | 6= | Review of the bank's financial statements by external auditors | |||
3= | Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm | 7= | Compilation of the bank's financial statements by external auditors | |||
4= | 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) | 8= | Other audit procedures (excluding tax preparation work) | |||
9= | No external audit work |
- (1)
- Includes total demand deposits and noninterest-bearing time and savings deposits.
- (2)
- Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money."
- (3)
- Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
- (4)
- Includes limited-life preferred stock and related surplus.
- (5)
- Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.
- (6)
- Includes treasury stock and unearned Employee Stock Ownership Plan Shares.
EXHIBIT 8 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 9 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
SIGNATURE
ARTICLES OF ASSOCIATION OF SUNTRUST BANK
CERTIFICATE OF AUTHORITY OF SUNTRUST BANK TO COMMENCE BUSINESS
EXHIBIT 3 TO FORM T-1 AUTHORIZATION OF SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS (Included in Exhibit 1)
EXHIBIT 4 TO FORM T-1 BY-LAWS OF SUNTRUST BANK (Incorporated by reference to Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)
EXHIBIT 5 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE
EXHIBIT 7 TO FORM T-1 REPORT OF CONDITION (ATTACHED)
EXHIBIT 8 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 9 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.)