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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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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) [X]
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
(Exact name of trustee as specified in its charter)
United States 06-1143380
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
633 West 5th Street, 12th Floor, Los Angeles, California 90071
(Address of principal executive offices) (Zip Code)
Lynda A. Vogel, Senior Vice President and Managing Director
633 West 5th Street, 12th Floor, Los Angeles, California 90071
(213) 362-7399
(Name, address and telephone number of agent for service)
Phase Metrics, Inc.
(Exact name of obligor as specified in its charter)
Delaware 33-0328048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10260 Sorrento Valley Road
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
SENIOR NOTES
10-3/4% Senior Notes due 2005
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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.
Comptroller of the Currency, Western District Office, 50
Fremont Street, Suite 3900, San Francisco, California, 94105-2292
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee or of its
parent, State Street Bank and Trust Company.
(See note on page 2.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.
A copy of the Articles of Association of the trustee, as now in
effect, is on file with the Securities and Exchange Commission as Exhibits
with corresponding exhibit numbers to the Form T-1 of Oasis Residential,
Inc., filed pursuant to Section 305(b)(2) of the Act, on November 18, 1996
(Registration No. 033-90488), and are incorporated herein by reference.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A Certificate of Corporate Existence (with fiduciary powers) from
the Comptroller of the Currency, Administrator of National Banks is on
file with the Securities and Exchange Commission as Exhibits with
corresponding exhibit numbers to the Form T-1 of Oasis Residential, Inc.,
filed pursuant to Section 305(b)(2) of the Act, on November 18, 1996
(Registration No. 033-90488), and are incorporated herein by reference.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST
POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2), ABOVE.
Authorization of the Trustee to exercise fiduciary powers (included
in Exhibits 1 and 2; no separate instrument).
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A copy of the by-laws of the trustee, as now in effect, is on file
with the Securities and Exchange Commission as Exhibits with corresponding
exhibit numbers to the Form T-1 of Oasis Residential, Inc., filed pursuant
to Section 305(b)(2) of the Act, on November 18, 1996 (Registration No.
033-90488), and are incorporated herein by reference.
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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 CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(b) OF THE ACT.
The consent of the trustee required by Section 321(b) of the Act is
annexed hereto as Exhibit 6 and made a part hereof.
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.
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company of California, N.A.,
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Los Angeles, and
State of California, on the February 27, 1998.
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A.
By: /s/ JEANIE MAR
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NAME: JEANIE MAR
TITLE: ASSISTANT VICE PRESIDENT
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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by Phase Metrics,
Inc. of its 10-3/4% Senior Notes due 2005, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A.
By: /s/ JEANIE MAR
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NAME: JEANIE MAR
TITLE: ASSISTANT VICE PRESIDENT
DATED: FEBRUARY 27, 1998
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EXHIBIT 7
Consolidated Report of Condition and Income for A Bank With Domestic Offices
Only and Total Assess of Less Than $100 Million of State Street Bank and Trust
Company of California, a national banking association duly organized and
existing under and by virtue of the laws of the United States of America, at the
close of business December 31, 1997, published in accordance with a call made by
the Federal Deposit Insurance Corporation pursuant to the required law: 12
U.S.C. Section 324 (State member banks); 12 U.S.C. Section 1817 (State nonmember
banks); and 12 U.S.C. Section 161 (National banks).
Thousands
of Dollars
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .................... 5,580
Interest-bearing balances ............................................. 0
Securities ..................................................................... 38
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary ................................... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income .............................. 0
Allowance for loan and lease losses ................................... 0
Allocated transfer risk reserve ....................................... 0
Loans and leases, net of unearned income and allowances ............... 0
Assets held in trading accounts ................................................ 0
Premises and fixed assets ...................................................... 276
Other real estate owned ........................................................ 0
Investments in unconsolidated subsidiaries ..................................... 0
Customers' liability to this bank on acceptances outstanding ................... 0
Intangible assets .............................................................. 0
Other assets ................................................................... 726
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Total assets ................................................................... 6,620
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LIABILITIES
Deposits:
In domestic offices . ................................................. 0
Noninterest-bearing .......................................... 0
Interest-bearing . ........................................... 0
In foreign offices and Edge subsidiary ................................ 0
Noninterest-bearing .......................................... 0
Interest-bearing ............................................. 0
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary ................................... 0
Demand notes issued to the U.S. Treasury and Trading Liabilities ............... 0
Other borrowed money ........................................................... 0
Subordinated notes and debentures .............................................. 0
Bank's liability on acceptances executed and outstanding ....................... 0
Other liabilities .............................................................. 3,076
Total liabilities .............................................................. 3,076
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EQUITY CAPITAL
Perpetual preferred stock and related surplus .................................. 0
Common stock ................................................................... 500
Surplus ........................................................................ 750
Undivided profits and capital reserves/Net unrealized holding gains (losses) ... 2,294
Cumulative foreign currency translation adjustments ............................ 0
Total equity capital ........................................................... 3,544
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Total liabilities and equity capital ........................................... 6,620
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I, Kevin R. Wallace, Vice President and Comptroller of the above named bank do
hereby declare that this Report of Condition and Income for this report date
have been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.
Kevin R. Wallace
We, the undersigned directors, attest to the correctness of this Report of
Condition 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.
Lynda A. Vogel
Donald W. Beatty
Stephen Rivero
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Exhibit 1
ARTICLES OF ASSOCIATION
OF
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,
NATIONAL ASSOCIATION
For the purpose of organizing an Association to carry on the business of a
limited purpose trust company under the laws of the United States, the
undersigned do enter into the following Articles of Association:
FIRST. The title of this Association shall be State Street Bank and
Trust Company of California, National Association.
SECOND. The Main Office of the Association shall be in the City of
Culver City, County of Los Angeles, State of California. The general
business of the Association shall be conducted at its main office and
its branches.
THIRD. The Board of Directors of this Association shall consist of not less than
five nor more than twenty-five shareholders, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of the shareholders at any annual or special meeting
thereof. Each Director, during the full term of his directorship, shall own a
minimum of $1,000 aggregate par value of stock of this Association or a minimum
par, market value or equity interest of $1,000 of stock in the bank holding
company controlling this Association. Any vacancy in the Board of Directors may
be filled by action of the Board of Directors.
FOURTH. There shall be an annual meeting of the shareholders to elect Directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place as the Board of
Directors may designate, on the day of each year specified therefore in the
By-laws, but if no election is held on that day, it may be held an any
subsequent day according to such lawful rules as may be prescribed by the Board
of Directors.
FIFTH. The authorized amount of capital stock of this Association shall be
1,000,000 shares of common stock of the par value of one dollar ($1) each; but
said capital stock may be increased or decreased from time to time, in
accordance with the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of this Association shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of this Association, whether now or hereafter authorized, or to
any obligations convertible into stock of this Association, issued, or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion may from time to time determine and at such
price as the Board of Directors may from time to time fix. This Association, at
any time and from time to
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time, may authorize and issue debt obligations, whether or not subordinated,
without the approval of the shareholders.
SIXTH. The Board of Directors shall appoint one of its members President of this
Association, who shall be Chairperson of the Board, unless the Board appoints
another director to be the Chairperson. The Board of Directors shall have the
power to appoint one or more Vice Presidents; and to appoint a Cashier and such
other officers and employees as may be required to transact the business of this
Association.
The Board of Directors shall have the power to define the duties of the officers
and employees of this Association; to fix the salaries to be paid to the
officers and employees; to dismiss officers and employees; to require bonds from
officers and employees and to fix the penalty thereof; to regulate the manner in
which any increase of the capital of this Association shall be made; to manage
and administer the business and affairs of this Association; to make all By-laws
that it may be lawful for the Board of Directors to make; and generally to do
and perform all acts that it may be legal for a Board of Directors to do and
perform.
SEVENTH. The Board of Directors shall have the power to change the location of
the main office to any other place within the limits of the City of Culver City,
without the approval of the shareholders, and shall have the power to establish
or change the location of any branch or branches of this Association to any
other location, without the approval of the shareholders.
EIGHTH. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any shareholder owning, in
the aggregate, not less than ten percent of the stock of this Association, may
call a special meeting of shareholders at any time. Unless otherwise provided by
the laws of the United States, a notice of the time, place, and purpose of every
annual and special meeting of the shareholders shall be given by first-class
mail, postage prepaid, mailed at least ten days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
this Association.
TENTH. This Association shall indemnify each person who is or was a director,
officer, employee or other agent of this Association, and each person who is or
was serving at the request of this Association as a director, trustee, officer,
employee or other agent of another organization in which it directly or
indirectly owns shares or of which it is directly or indirectly a creditor,
against all liabilities, costs and expenses, including but not limited to amount
paid in satisfaction of judgments, in settlements or as fines and penalties, and
counsel fees and disbursements, reasonably incurred by such person in connection
with the defense or disposition of or otherwise in connection with or resulting
from any action, suit or other proceeding, whether civil, criminal,
administrative or investigative, before any court or administrative or
legislative or investigative body, in which such person may be or may have been
involved as a party or otherwise or with which he may be or may have been
threatened, while in office or thereafter, by reason of his being or having been
such a director, officer, employee, agent or trustee, or by reason of any action
taken or not taken in any such capacity, except with respect to any matter as to
which he shall
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have been finally adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that his action was in the best
interests of this Association. Expenses, including but not limited to counsel
fees and disbursements, so incurred by any such person in defending any such
action, suit or proceeding, may be paid from time to time by this Association in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the person indemnified to repay the amount
so paid if it shall ultimately be determined that indemnification of such
expenses is not authorized hereunder.
As to any matter disposed of by settlement by any such person, pursuant to a
consent decree or otherwise, no such indemnification either for the amount of
such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of this Association, after
notice that it involves such indemnification, (a) by vote of a majority of the
disinterested directors then in office (even though the disinterested directors
be less than a quorum), or (b) by any disinterested person or persons to whom
the question may be referred by vote of a majority of such disinterested
directors, or (c) by vote of the holders of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class, exclusive
of any stock owned by any interested person, or (d) by any disinterested person
or persons to whom the question may be referred by vote of the holders of a
majority of such stock. No such approval shall prevent the recovery from any
such officer, director, employee, agent or trustee of any amounts paid to such
person or on his or her behalf as indemnification in accordance with the
preceding sentence if such person is subsequently adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of this Association.
The right of indemnification hereby provided shall not be exclusive of or affect
any other rights to which any director, officer, employee, agent or trustee may
be entitled or which may lawfully be granted to such person. As used herein, the
terms "director," "officer," "employee," "agent" and "trustee" include their
respective executors, administrators and other legal representatives, an
"interested" person is one against whom the action, suit or other proceeding in
question or another action, suit or other proceeding on the same or similar
grounds is then or had been pending or threatened, and a "disinterested" person
is a person against whom no such action, suit or other proceeding is then or had
been pending or threatened.
By action of the Board of Directors, notwithstanding any interest of the
directors in such action, this Association may purchase and maintain insurance,
in such amounts as the Board of Directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of this Association, or is or was serving at the request of this
Association as a director, trustee, officer, employee or other agent of another
organization in which it directly or indirectly owns shares or of which it is
directly or indirectly a creditor, against any liability incurred by such person
in any such capacity, or arising out of his or her status as such, whether or
not this Association would have the power to indemnify such person against such
liability.
ELEVENTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this
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Association, unless the vote of the holders of a greater amount of stock is
required by law, and in that case by the vote of the holders of such greater
amount.
TWELFTH. This Association may be a partner in any business or
enterprise which this Association would have power to conduct by itself.
IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of July, 1985.
Peter E. Madden
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Peter E. Madden
David A. Spina
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David A. Spina
Charles J. Kelly
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Charles J. Kelly
Richard J. Poznysz
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Richard J. Poznysz
Vincent V. Grippa
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Vincent V. Grippa
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[LOGO] Exhibit 2
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COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
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Western District Office
50 Fremont Street, Suite 3900
San Francisco, CA. 94105-2292
CERTIFICATE OF CORPORATE EXISTENCE
(WITH FIDUCIARY POWERS)
I, NANETTE G. GOULET, on behalf of the Office of the Comptroller of the
Currency, hereby certify that:
1. The OFFICE OF THE COMPTROLLER OF THE CURRENCY, pursuant to Revised Statutes
324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering, regulation and
supervision of all NATIONAL BANKING ASSOCIATIONS;
2. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION, LOS
ANGELES, CALIFORNIA, CHARTER NO. 18607, is a National Banking Association formed
under the laws of the United States and authorized hereunder and continues to
hold authority to transact the business of banking (and to act in all fiduciary
capacities) permitted thereby on the date of this certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused the
seal of office of the Office of the Comptroller of the Currency to be affixed,
in the City of San Francisco, California this 3RD DAY OF FEBRUARY, 1995.
Nanette G. Goulet
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Nanette G. Goulet
Director for Bank Analysis