SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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)_____
BANKAMERICA NATIONAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
95-3804037
(I.R.S. Employer Identification No.)
One World Trade Center, New York, New York 10048-1191
(Address of principal executive offices) (Zip Code)
General Counsel
BankAmerica National Trust Company
335 Madison Avenue, 7th Floor
New York, NY 10017
(212) 503-8297
(Name, address and telephone number of agent for services)
____________________
AVERY DENNISON CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 95-1492269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 North Orange Grove Boulevard
Pasadena, California 91103
(Address of principal executive offices) (Zip Code)
____________________
Debt Securities
(Title of the indenture securities)
GENERAL
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 the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is
an affiliate of the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the
obligor is an affiliate of the trustee. (See Note on Page 5)
Item 3. Voting securities of the Trustee.
Not Applicable.
Item 4. Trusteeships under Other Indentures.
Not Applicable.
Item 5. Interlocking Directorates and Similar Relationships
with the Obligor or Underwriters.
Not Applicable.
Item 6. Voting Securities of the Trustee Owned by the Obligor
or its Officials.
Not Applicable.
Item 7. Voting Securities of the Trustee Owned by
Underwriters or their Officials.
Not Applicable.
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Not Applicable.
Item 9. Securities of Underwriters Owned or Held by the
Trustee.
Not Applicable.
-2-
Item 10. Ownership or Holdings by the Trustee of Voting
Securities of Certain Affiliates or Security Holders of the
Obligor.
Not Applicable.
Item 11. Ownership or Holdings by the Trustee of any
Securities of a Person Owning 50 Percent or More of the Voting
Securities of the Obligor.
Not Applicable.
Item 12. Indebtedness of the Obligor to the Trustee.
Not Applicable.
Item 13. Defaults by the Obligor.
Not Applicable.
Item 14. Affiliations with the Underwriters.
Not Applicable.
Item 15. Foreign Trustee.
Not Applicable.
-3-
Item 16. List of Exhibits
List below all exhibits filed as a part of this
statement of eligibility and qualification.
Exhibit 1 A copy of the Articles of Association
of the Trustee; incorporated herein by
reference to Exhibit 1 filed with Form
T-1 Statement, Registration No. 33-34670
Exhibit 2 A copy of the Certificate of Authority
to Commence Business of the Trustee,
incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 2-97868
Exhibit 3 Not applicable, included in Exhibit 1;
Exhibit 4 A copy of the existing by-laws of the
Trustee; incorporated herein by
reference to Exhibit 4 filed with T-1
statement, Registration No. 33-34670
Exhibit 5 Not Applicable.
Exhibit 6 Consents of BankAmerica National
Trust Company formerly Security Pacific
National Trust Company (New York) required
by Section 321(b) of the Trust Indenture
Act of 1939; incorporated herein by
reference to Exhibit 6, filed with Form
T-1 Statement, Registration No. 2-97868.
Exhibit 7 A copy of the latest report of the Trustee
published pursuant to the law or the
requirements of its supervising or
examining authority.
Exhibit 8 Not applicable.
Exhibit 9 Not applicable.
____________________
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NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answers to Item 2 the answer to
said Item is based on incomplete information.
Item 2 may be considered correct unless amended by an amendment to
this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, BankAmerica National Trust Company, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York and State of New York, on the 11th day of March, 1994.
BANKAMERICA NATIONAL TRUST COMPANY
By /S/ MARY LAGUMINA
_____________________________
Mary LaGumina
Trust Officer
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Exhibit 7 to Form T-1
BANKAMERICA NATIONAL TRUST COMPANY
One World Trade Center, 18th Floor
New York City, NY 10048-1191
FDIC Certificate Number 24430
Consolidated Report of Condition for
Insured Commercial Banks for January 26, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands Bil Mil Thou
_____________________________________________________________________________
Assets
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin [1]............................393,442
b. Interest-bearing balances [2].................... 22,585
2. Securities (from Schedule RC-B)........................6,005
3. Federal funds sold and securities
purchases under agreements to resell:
a. Federal funds sold...............................
b. Securities purchased under
agreements to resell................................-0-
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C).............348,713
b. LESS: Allowance for loan and
lease losses................................900
c. LESS: Allocated transfer risk
reserve................................
d. Loans and leases, net of
unearned income, allowance,
and reserve (item 4.a minus
4.b and 4.c)....................................347,813
5. Assets held in trading accounts (from
Schedule RC-D)........................................
6. Premises and fixed assets (including
capitalized leases)................................... 1,328
7. Other real estate owned...............................
8. Investments in unconsolidated subsidiaries and
associated companies..................................
9. Customer's liability to this bank on
acceptances outstanding...............................
10. Intangible assets (from Schedule RC-M)................ 19,029
11. Other assets (from Schedule RC-F)..................... 29,667
12. Total assets (sum of items 1 through 11...............819,869
_______________
[1] Includes cash items in process of collection and unposted debits.
[2] Includes time certificates of deposit not held in trading accounts.
SCHEDULE RC-CONTINUED
Dollar Amounts in Thousands Bil Mil Thou
_________________________________________________________________
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E).........................380,620
(1) Noninterest-bearing [1].........................380,620
(2) Interest-bearing.....................
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................
(1) Noninterest-bearing...........................
(2) Interest-bearing..............................
14. Federal funds purchased and securities
sold under agreements to repurchase:
a. Federal funds purchased.............................270,000
b. Securities sold under agreements to repurchase.........-0-
15. Demand notes issued to the U.S. Treasury.............
16. Other borrowed money.....................................4,239
17. Mortgage indebtedness and obligations
under capitalized leases.............................
18. Bank's liability on acceptances executed
and outstanding......................................
19. Notes and debentures subordinated to deposits........
20. Other liabilities (from Schedule RC-G)............... 27,501
21. Total liabilities (sum of items 13 through 20).........682,360
22. Limited-life preferred stock.........................
EQUITY CAPITAL
23. Perpetual preferred stock............................
24. Common Stock......................................... 500
25. Surplus...............................................130,645
26. Undivided profits and capital reserves................. 6,364
27. Cumulative foreign currency translation adjustments..
28. Total equity capital (sum of items 23 through 27).... 137,509
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21,22 and 28)........819,869
_______________
1] Includes total demand deposits and noninterest-bearing time and
savings deposits.