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) ___
BANK ONE, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
1 BANK ONE PLAZA, CHICAGO, ILLINOIS 60670-0120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE, NATIONAL ASSOCIATION
1 BANK ONE PLAZA, SUITE IL1-0120
CHICAGO, ILLINOIS 60670-0120
ATTN: CHRISTOPHER C. HOLLY, (312) 732-1643
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COMCAST CORPORATION
(FORMERLY AT & T COMCAST CORPORATION)
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 27-0000798
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1
COMCAST CABLE COMMUNICATIONS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-2175755
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
(FORMERLY AT & T BROADBAND CORP.)
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-35923297
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
COMCAST CABLE HOLDINGS, LLC
(FORMERLY AT & T BROADBAND, LLC)
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1260157
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
2
COMCAST MO GROUP, INC.
(FORMERLY MEDIAONE GROUP, INC.)
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-0926774
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
9% SENIOR DEBENTURES DUE SEPTEMBER 1, 2008
(TITLE OF INDENTURE SECURITIES)
3
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.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C..
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART
OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
4
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.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One, National Association, a national
banking association 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 Chicago and State of Illinois, on the 24th day of
January, 2003.
BANK ONE, NATIONAL ASSOCIATION,
TRUSTEE
BY /S/ CHRISTOPHER C. HOLLY
--------------------------------------
CHRISTOPHER C. HOLLY
SENIOR COUNSEL
* EXHIBITS 1, 2, 3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE, NATIONAL
ASSOCIATION, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
HOUSEHOLD FINANCE CORPORATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 24, 2000 (REGISTRATION NO. 333-33240).
5
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
January 24, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Comcast MO of
Delaware, Inc (formerly known as MediaOne of Delaware, Inc.) and Bank One,
National Association, (formerly known as The First National Bank of Chicago), as
Trustee, the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
BANK ONE, NATIONAL ASSOCIATION
BY: /S/ CHRISTOPHER C. HOLLY
-----------------------------------
CHRISTOPHER C. HOLLY
SENIOR COUNSEL
6
EXHIBIT 7
Legal Title of Bank: Bank One, N.A. Call Date: 6/30/02
Address: 1 Bank One Plaza Cert #: 03618 Page RC-1
City, State Zip: Chicago, IL 60670
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2002
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C300
--------------------------- ----
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCON
----
a. Noninterest-bearing balances and currency and coin(1) ........ 0081 12,783,000 1.a
b. Interest-bearing balances(2) ................................. 0071 3,002,000 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 42,712,000 2.b
3. Federal funds sold and securities purchased under agreements to
resell
a. Federal funds sold in domestic offices ....................... B987 7,139,000
b. Securities Purchased under agreements to resell .............. B989 1,015,000 3.
4. Loans and lease financing receivables: (from Schedule RC-C): RCON
----
a. Loans and leases held for sale ............................... 5369 1,587,000 4.a
b. Loans and leases, net of unearned income ..................... B528 101,957,000 4.b
c. LESS: Allowance for loan and lease losses .................... 3123 2,551,000 4.c
d. Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c) ......................................... B529 99,406,000 4.d
5. Trading assets (from Schedule RC-D) ............................. 3545 3,353,000 5.
6. Premises and fixed assets (including capitalized leases) ........ 2145 1,006,000 6.
7. Other real estate owned (from Schedule RC-M) .................... 2150 33,000 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) .................................. 2130 175,000 8.
9. Customers' liability to this bank on acceptances outstanding .... 2155 244,000 9.
10. Intangible assets
a. Goodwill .................................................... 3163 473,000 10.a
b. Other intangible assets (from Schedule RC-M) ................ 0426 2,000 10.b
11. Other assets (from Schedule RC-F) ............................... 2160 10,989,000 11.
12. Total assets (sum of items 1 through 11) ........................ 2170 183,869,000 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
Legal Title of Bank: Bank One, N.A. Call Date: 3/31/02
Address: 1 Bank One Plaza Cert #" 03618 Page RC-2
City, State Zip: Chicago, IL 60670
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS
-----------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
----
from Schedule RC-E) .......................................... 2200 90,275,000 13.a
(1) Noninterest-bearing(1).................................... 6631 33,176,000 13.a1
(2) Interest-bearing.......................................... 6636 57,099,000 13.a2
b. Not applicable
14. Federal funds purchased and securities sold under agreements
to repurchase RCFN
----
a. Federal funds purchased in domestic offices (2)............... B993 5,324,000 14.a
b. Securities sold under agreements to repurchase (3)............ RCFD
----
B995 13,027,000 14.b
5. Trading Liabilities(from Schedule RC-D).......................... 3548 3,119,000 15.
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases) (from Schedule RC-M)....... 3190 19,954,000 16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding......... 2920 244,000 18.
19. Subordinated notes and debentures (2)............................ 3200 3,979,000 19.
20. Other liabilities (from Schedule RC-G)........................... 2930 10,109,000 20.
21. Total liabilities (sum of items 13 through 20)................... 2948 170,457,000 21.
22. Minority interest in consolidated subsidiaries................... 3000 60,000 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................... 3838 0 23.
24. Common stock..................................................... 3230 201,000 24.
25. Surplus (exclude all surplus related to preferred stock)......... 3839 7,479,000 25.
26. a. Retained earnings............................................. 3632 5,545,000 26.a
b. Accumulated other comprehensive income (3).................... B530 127,000 26.b
27. Other equity capital components (4).............................. A130 0 27.
28. Total equity capital (sum of items 23 through 27)................ 3210 13,352,000 28.
29. Total liabilities, minority interest, and equity
capital (sum of items 21, 22, and 28)............................ 3300 183,869,000 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 RCON Number Number
that best describes the most comprehensive level of auditing M.I.
work performed for the bank by independent external auditors as -----------------
of any date during 2001........................................... 6724 N/A
-----------------
1 = Independent audit of the bank conducted in accordance 5 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 6 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 7 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 8 = Other audit procedures (excluding tax preparation work)
3 = Attestation on bank management's asseertion on the 9 = No external audit work
effectiveness of internal control over financial reporting
by a certified public accounting firm.
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)
(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, and minimum
pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.