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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, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) / /
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IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(State of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
Barbara McCluskey, Vice President
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
(212) 858-2000
(Name, Address and Telephone Number of Agent for Service)
Acclaim Entertainment, Inc.
(Exact name of obligor as specified in its charter)
Delaware 38-2698904
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Acclaim Plaza
Glen Cove, New York 11542
(Address of principal executive office) (Zip code)
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(Title of Indenture Securities)
Acclaim Entertainment, Inc.
10% Convertible Subordinated Notes Due 2002
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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.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York Second District
33 Liberty Street
New York, New York
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations 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 3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
As of March 25, 1997
Col. A Col. B
Title of class Amount Outstanding
Not Applicable
2
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such
other indenture
Not Applicable
(b) A brief statement of the facts relied upon as a basis
for the claim that no conflicting interest within the
meaning of Section 310 (b) (1) of the Act arises as a
result of the trusteeship under any such other
indenture, including a statement as to how the
indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable
Item 5. Interlocking directorates and similar relationships with the
obligor or underwriters.
If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any
underwriter for the obligor, identify each such person having
any such connection and state the nature of each such
connection.
Not Applicable
Item 6. Voting securities of the trustee owned by the obligor or its
officials.
Furnish the following information as to the voting securities
of the trustee owned beneficially by the obligor and each
director, partner, and executive officer of the obligor:
As of March 25, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
- ------------------ -------------- ------------- -------------------------
Not Applicable
Item 7. Voting securities of the trustee owned by underwriters or
their officials.
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Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner and executive officer of each such underwriter:
As of March 25, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
- ------------------ -------------- ------------- -------------------------
Not Applicable
Item 8. Securities of the obligor owned or held by the trustee
Furnish the following information as to securities of
the obligor owned beneficially or held as collateral security
for obligations in default by the trustee:
As of March 25, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ---------------------- ----------------------------- --------------------------------- ---------------------------
Not Applicable
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of an underwriter
for the obligor, furnish the following information as
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to each class of securities of such underwriter any of which
are so owned or held by the trustee:
As of March 25, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ---------------------- ----------------------------- --------------------------------- ---------------------------
Not Applicable
Item 10.Ownership or holdings by the trustee of voting securities of
certain affiliates or securityholders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the
voting securities of such person:
As of March 25, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ---------------------- ----------------------------- --------------------------------- ---------------------------
Not Applicable
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Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such any of
which are so owned or held by the trustee:
As of March 25, 1997
Col. A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
----------------------- -------------------- ----------
Not Applicable
Item 12.Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the trustee,
furnish the following information:
As of March 25, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ---------------------- ----------------------------- --------------------------------- ---------------------------
Not Applicable
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the securities
under this indenture. Explain the nature of any such default.
Not Applicable
(b)If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default
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under any such indenture or series, identify the indenture or series
affected, and explain the nature of any such default.
Not Applicable
Item 14. Affiliations with the Underwriters
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustees.
Identify the order or rule pursuant to which the foreign trustee is authorized
to act as sole trustee under indentures qualified or to be qualified under the
Act.
Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company as amended to
date. (See Exhibit 1A to Form T-1, Securities and Exchange Commission File No.
22-18460).
*2. A copy of the Certificate of Authority of the Trustee to Commence Business
(Included in Exhibit I above).
*3. A copy of the Authorization of the Trustee, as amended to date (See Exhibit
4 to Form T-1, Securities and Exchange Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the Trustee, as amended to date (See
Exhibit 4 to Form T-1, Securities and Exchange Commission File No. 22-19146).
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5. A copy of each Indenture referred to in Item 4, if the Obligor is in default.
Not Applicable.
6. The consent of the United States institutional trustee required by Section
321(b) of the Act.
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.
*The Exhibits thus designated are incorporated herein by reference as exhibits
hereto. Following the description of such Exhibits is a reference to the copy of
the Exhibit heretofore filed with the Securities and Exchange Commission, to
which there have been no amendments or changes.
NOTE
In answering any item in this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor and its directors or officers,
the trustee has relied upon information furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of
all facts on which to base responsive answers to Item 2, the answer to said Item
are based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an amendment to
this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and
16 of this form since to the best knowledge of the trustee as indicated in Item
13, the obligor is not in default under any indenture under which the applicant
is trustee.
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CONFORMED
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility & qualification 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 25th day of March, 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Barbara McCluskey
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Barbara McCluskey
Vice President
Exhibit 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 issue by Acclaim Entertainment, Inc. of
its 10% Convertible Notes due 2002, we hereby consent 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.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Barbara McCluskey
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Barbara McCluskey
Vice President
Dated: March 25, 1997
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries
Report as of September 30, 1996
Dollar Amounts
in Thousands
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ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin .......................................................... $ 34,228
Interest-bearing balances...................................................................................... $ 229,175
Securities: Held-to-maturity securities......................................................................... $ 174,707
Available-for-sale securities....................................................................... $ 36,168
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries and in
IBFs:
Federal Funds sold............................................................................................. $ 15,062
Securities purchased under agreements to resell................................................................ $ -0-
Loans and lease financing receivables:
Loans and leases, net of unearned income..................................................... $ 1,780,278
LESS: Allowance for loan and lease losses.................................................... $ 56,976
LESS: Allocated transfer risk reserve........................................................ $ -0-
Loans and leases, net of unearned income, allowance, and reserve............................................... $ 1,723,302
Trading assets held in trading accounts............................................................................ $ 622
Premises and fixed assets (including capitalized leases)........................................................... $ 4,264
Other real estate owned............................................................................................ $ 397
Investments in unconsolidated subsidiaries and associated companies................................................ $ -0-
Customers' liability to this bank on acceptances outstanding....................................................... $ 105
Intangible assets.................................................................................................. $ -0-
Other assets....................................................................................................... $ 153,290
TOTAL ASSETS....................................................................................................... $ 2,371,320
LIABILITIES
Deposits:
In domestic offices............................................................................................ $ 671,747
Noninterest-bearing ..................................................................... $ 224,231
Interest-bearing......................................................................... $ 447,516
In foreign offices, Edge and Agreement subsidiaries, and IBFs.................................................. $ 856,540
Noninterest-bearing...................................................................... $ 17,313
Interest-bearing......................................................................... $ 839,227
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBFs:
Federal Funds purchased........................................................................................ $ 430,500
Securities sold under agreements to repurchase................................................................. $ -0-
Demand notes issued to the U.S. Treasury........................................................................... $ 50,000
Trading Liabilities................................................................................................ $ 539
Other borrowed money:
a) With a remaining maturity of one year or less............................................................... $ 61,090
b) With a remaining maturity of more than one year............................................................. $ 7,647
Mortgage indebtedness and obligations under capitalized leases..................................................... $ -0-
Bank's liability on acceptances executed and outstanding........................................................... $ 105
Subordinated notes and debentures.................................................................................. $ -0-
Other liabilities.................................................................................................. $ 77,289
TOTAL LIABILITIES.................................................................................................. $ 2,155,457
Limited-life preferred stock and related surplus................................................................... $ -0-
EQUITY CAPITAL
Perpetual preferred stock and related surplus...................................................................... $ -0-
Common stock....................................................................................................... $ 29,649
Surplus (exclude all surplus related to preferred stock)........................................................... $ 217,008
Undivided profits and capital reserves............................................................................. $ (30,795)
Net unrealized gains (losses) on available-for-sale securities..................................................... $ 1
Cumulative foreign currency translation adjustments................................................................ $ -0-
TOTAL EQUITY CAPITAL............................................................................................... $ 215,863
TOTAL LIABILITIES AND EQUITY CAPITAL............................................................................... $ 2,371,320