Exhibit 25.2
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 60670-0430
(Address of principal executive offices) (Zip Code)
Bank One, National Association
1 Bank One Plaza, Suite IL1-0430
Chicago, Illinois 60670-0430
Attn: Steven M. Wagner, Global Corporate Trust Services, (312) 407-1819
(Name, address and telephone number of agent for service)
_____________________________
Ingersoll Rand Financing I
(Exact name of obligor as specified in its charter)
Delaware 13-5156640
(State or other jurisdiction of (I.R.S. employee
incorporation or organization) identification number)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677
(Address of principal executive offices) (Zip Code)
Capital Securities
(Title of Indenture Securities) (Zip Code)
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.
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 the State of Illinois, on this 5th day of April, 2001.
Bank One, National Association,
Trustee
By /s/ Steven M. Wagner
Steven M. Wagner
First Vice President
* 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).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
April 5, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an Amended and
Restated Trust Agreement of Ingersoll Rand Financing I, 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/ Steven M. Wagner
Steven M. Wagner
First Vice President
Exhibit 7
Legal Title of Bank: Bank One, NA CallDate: 12/31/00 ST-BK:17-1630 FFIEC 031
Address 1 Bank One Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.:0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2000
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
ASSETS RCFD BIL MIL THOU C400
---- ------------ ----
1. Cash and balances due from depository RCFD
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and 0081 5,462,170 1.a
coin<F1>
b. Interest-bearing balances<F2> 0071 5,170,242 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, 1754 0 2.a
column A)
b. Available-for-sale securities (from Schedule RC-B, 1773 2,523,350 2.b
column D)
3. Federal funds sold and securities purchased 1350 16,069,589 3.
under agreements to resell
4. Loans and lease financing receivables RCFD
a. Loans and leases, net of unearned income (from 2122 55,190,023 4.a
Schedule RC-C)
b. LESS: Allowance for loan and lease losses 3123 1,218,923 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
RCF
d. Loans and leases, net of unearned income, 2125 53,971,100 4.d
allowance, and reserve (item 4.a minus 4.b and 4.c)
5. Trading assets (from Schedule RD-D) 3545 2,521,374 5.
6. Premises and fixed assets (including capitalized 2145 567,098 6.
leases)
7. Other real estate owned (from Schedule RC-M) 2150 963 7.
8. Investments in unconsolidated
subsidiaries and associated 2130 409,736 8.
companies (from Schedule RC-M)
9. Customers' liability to this bank on acceptances 2155 340,763 9.
outstanding
10. Intangible assets (from Schedule RC-M) 2143 202,851 10.
11. Other assets (from Schedule RC-F) 2160 3,989,302 11.
12. Total assets (sum of items 1 through 11) 2170 101,228,538 12.
<FN>
<F1>Includes cash items in process of collection and unposted debits.
<F2>Includes time certificates of deposit not held for trading.
Legal Title of Bank: Bank One, NA Call Date: 12/31/00 ST-BK: 17-1630 FFIEC 031
Address 1 Bank One Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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, part 1) . . . . . . . . . . . . . . 2200
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . 6631 11,338,557 13.a1
(2) Interest-bearing . . . . . . . . . . . . . . . . . 6636 15,184,301 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, RCFN 36,247,795 13.b
and 2200
IBFs (from Schedule RC-E, part II) . . . . . . . .
(1) . . . . . . . . . . . . . . . . . . . . . . . . . 6631 778,075 13.b1
Noninterest bearing . . . . . . . . . . . . . . . . . . . . .
(2) . . . . . . . . . . . . . . . . . . . . . . . . . 6636 35,469,720 13.b2
Interest-bearing . . . . . . . . . . . . . . . . . . . . . .
14. Federal funds purchased and securities sold under agreements
to repurchase: . . . . . . . . . . . . . . . . . . RCFD 2800 2,276,371 14
15. a. Demand notes issued to the U.S. Treasury . . . . . RCON 2840 310,767 15.a
b . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3548 2,104,757 15.b
Trading Liabilities(from Schedule RC-D) . . . . . . . . . . .
16. Other borrowed money: RCFD
a. With original maturity of one year or less . . . . 2332 18,245,377 16.a
b. With original maturity of more than one year . . . A547 2,298,488 16.b
c. . . . . . . . . . . . . . . . . . . . . . . . . . A548 1,845,898 16.c
With original maturity of more than three years . . . . . . .
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)
3839 3,861,173 25.
26. a. Undivided profits and capital reserves . . . . . . 3632 1,703,180 26.a
b. Net unrealized holding gains (losses) on available-for- 8434 ( 36,495) 26.b
sale securities . . . . . . . . . . . . . . . . . .
c. Accumulated net gains (losses) on cash flow hedges 4336 0 26.c
27. Cumulative foreign currency translation adjustments . . 3284 1,573 27.
28. Total equity capital (sum of items 23 through 27) . . . 3210 5,730,289 28.
29. Total liabilities, limited-life preferred stock, and equity 3300 101,228,538 29.
capital (sum of items 21, 22, and 28) . . . . . . . . .
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 1996
RCFD 6724 / N/A Number
M.I.
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
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)
3 = 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)
4 = Directors' examinaiton of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
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