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) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(I.R.S. Employer
(State of Incorporation) Identification No.)
111 West Monroe Street; Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn C. Potter, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2531
(Name, address and telephone number for agent for service)
ARVIN INDUSTRIES, INC.
(Name of obligor)
Indiana 35-0550190
(I.R.S. Employer
(State of Incorporation) Identification No.)
One Noblitt Plaza
Box 3000
Columbus, Indiana 47202-3000
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
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.
Commissioner of Banks and Trust Companies, State of
Illinois, Springfield, Illinois; Chicago Clearing House
Association, 164 West Jackson Boulevard, Chicago, Illinois;
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.
Harris Trust and Savings Bank is authorized to exercise
corporate trust powers.
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.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now
in effect which includes the authority of the trustee to
commence business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972
between Harris Trust and Savings Bank, HTS Bank and Harris
Bankcorp, Inc. which constitutes the articles of association
of the Trustee as now in effect and includes the authority
of the Trustee to commence business and to exercise
corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric
Company, File No. 2-44295, and is incorporated herein by
reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of Hillenbrand
Industries, Inc., File No. 33-44086, and is incorporated
herein by reference.
3. The consents of the Trustee required by Section 321(b) of
the Act.
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(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
(included as Exhibit B on page 3 of this statement)
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and
existing under the laws of the State of Illinois, 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 1st day of April, 1994.
HARRIS TRUST AND SAVINGS BANK
By: C. Potter
---------------------------------------------------
C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby
consents that reports of examinations of said trustee by Federal and
State authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: C. Potter
---------------------------------------------------
C. Potter
Assistant Vice President
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EXHIBIT B
Attached is a true and correct copy of the statement of condition of
Harris Trust and Savings Bank as of December 31, 1994, as published in
accordance with a call made by the State Banking Authority and by the
Federal Reserve Bank of the Seventh Reserve District.
HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the
close of business on September 30, 1993, a state banking institution
organized and operating under the banking laws of this State and a
member of the Federal Reserve System. Published in accordance with a
call made by the Commissioner of Banks and Trust Companies of the
State of Illinois and by the Federal Reserve Bank of this District.
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Bank's Transit Number 71000288
THOUSANDS
OF DOLLARS
ASSETS
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin . . . $975,066
Interest bearing balances . . . . . . . . . . . . . . . . $507,329
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,963,274
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 IBF's:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . $159,506
Securities purchased under agreements to resell . . . . . . . . $328,039
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . $5,848,781
LESS: Allowance for loan and lease losses . . . . . . . . . . $93,990
==========
Loans and leases, net of unearned income, allowance, and
reserve $5,754,791
(item 4. a minus 4.b) . . . . . . . . . . . . . . . . . . . . .
Assets held in trading accounts . . . . . . . . . . . . . . . . . . $50,061
Premises and fixed assets (including capitalized leases) . . . . . $141,460
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . $3,568
Investments in unconsolidated subsidiaries and associated $429
companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer's liability to this bank on acceptances outstanding . . . $58,399
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . $31,638
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $219,058
==========
TOTAL ASSETS $10,192,618
===========
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . $4,858,793
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . $2,569,574
Interest bearing . . . . . . . . . . . . . . . . . . . . . . . $2,289,219
In foreign offices, Edge and Agreement subsidiaries, and IBF's . . $1,598,561
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . $17,768
Interest bearing . . . . . . . . . . . . . . . . . . . . . . . $1,580,793
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 IBF's:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . $1,078,476
Securities sold under agreements to repurchase . . . . . . . . $984,642
Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . $471,563
Bank's liability on acceptances executed and outstanding . . . . . $58,798
Subordinated notes and debentures . . . . . . . . . . . . . . . . . $235,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . $172,334
===========
TOTAL LIABILITIES $9,458,167
EQUITY CAPITAL
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Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $275,000
Undivided profits and capital reserves . . . . . . . . . . . . . . $337,091
============
TOTAL EQUITY CAPITAL $734,451
============
Total liabilities, limited-life preferred stock, and equity $10,192,618
capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ============
I, David H. Charney, Vice President of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of
the Federal Reserve System and is true to the best of my knowledge and
belief.
DAVID H. CHARNEY
1/26/1994
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 Board of Governors of
the Federal Reserve System and the Commissioner of Banks and Trust
Companies of the State of Illinois and is true and correct.
ALAN G. McNALLY,
DONALD S. HUNT,
JAMES J GLASER
Directors.
STATE OF ILLINOIS, COUNTY OF COOK, ss:
Sworn to and subscribed before me this 26th day of January 1994.
My commission expires April 22, 1996.
DIANALYNN GIRTEN
919923\
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