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
(State of Incorporation) (I.R.S. Employer
Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn Potter, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2531 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
Arvin Industries, Inc.
(Name of obligor)
Indiana 35-0550190
(State of Incorporation) (I.R.S. Employer
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 Commercial
Federal Corporation, File No. 333-20711, and is incorporated
herein by reference.
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3. The consents of the Trustee required by Section 321(b) of
the Act.
(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 30th day of April, 1999.
HARRIS TRUST AND SAVINGS BANK
By: /s/ 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: /s/ 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, 1998, 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 LOGO] 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 December 31, 1998, 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.
Bank's Transit Number 71000288
THOUSANDS
ASSETS OF DOLLARS
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin . . . . . . . . . $1,435,233
Interest bearing balances . . . . . . . . . . . . . . . . . . . . . . $98,929
Securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
a. Held-to-maturity securities $0
b. Available-for-sale securities $5,295,498
Federal funds sold and securities purchased under agreements to resell $151,575
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . . . . . $9,320,939
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . $108,280
----------
Loans and leases, net of unearned income, allowance, and reserve
(items 4.a minus 4.b) . . . . . . . . . . . . . . . . . . . . . . . . $9,212,659
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . $252,881
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . $271,540
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . $366
Investments in unconsolidated subsidiaries and associated companies . . . . . . $57
Customer's liability to this bank on acceptances outstanding . . . . . . . . . $30,829
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $257,627
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,093,599
----------
TOTAL ASSETS $18,100,793
===========
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LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,270,499
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . $3,410,568
Interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,859,931
In foreign offices, Edge and Agreement subsidiaries, and IBF's . . . . . $935,609
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . $69,215
Interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . $866,394
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 & securities sold under agreements to repurchase . . . $3,642,049
Trading Liabilities 131,909
Other borrowed money: . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
a. With remaining maturity of one year or less $1,107,125
b. With remaining maturity of more than one year $0
Bank's liability on acceptances executed and outstanding $30,829
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . $225,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $424,376
-----------
TOTAL LIABILITIES $16,767,396
===========
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $608,116
a. Undivided profits and capital reserves . . . . . . . . . . . . . . . . . $593,973
b. Net unrealized holding gains (losses) on available-for-sale securities . . $31,308
-----------
TOTAL EQUITY CAPITAL $1,333,397
===========
Total liabilities, limited-life preferred stock, and equity capital . . . . . . $18,100,793
===========
I, Pamela Piarowski, 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.
PAMELA PIAROWSKI
1/27/99
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
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Companies of the State of Illinois and is true and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
RICHARD E. TERRY
Directors.
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