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) ___
________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
ROHR, INC.
(Exact name of obligor as specified in its charter)
Delaware 95-1607455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
850 Lagoon Drive
Chula Vista, CA 91910
(Address of principal executive offices) (Zip Code)
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Convertible Subordinated Notes Due 2004
(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.
Superintendent of Banks 2 Rector Street,
of the State of New York New York, N.Y. 10006
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza,
New York, N.Y. 10045-001
Federal Deposit Insurance Corporation Washington, D.C. 20549
New York Clearing House Association 100 Broad Street
New York, N.Y. 10004
(b) Whether it is authorized to exercise corporate trust powers:
Yes.
ITEM 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 2.)
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ITEM 16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (See Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and
2
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (See Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(See Exhibit 6 to Form T-1, Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
NOTE
----
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
__________________
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a
corporation organized and existing under the laws of the State of New York, has
duly caused this statement of eligibility 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 10th day of May, 1994.
The Bank of New York
By: /s/Robert F. McIntyre
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Title: Assistant Vice President
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EXHIBIT INDEX
Description Number
----------- ------
Latest report of condition of 99.7
the Trustee published pursuant to
law or to the requirements of its
supervising or examining authority.
4
EXHIBIT 99.7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the
close of business December 31, 1993, published
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository
institutions:
Noninterest-bearing balances and
currency and coin ........................................ $ 4,393,393
Interest-bearing balances .................................. 652,315
Securities ................................................... 3,809,834
Federal funds sold in domestic offices
of the bank ................................................ 331,075
Loans and lease financing receivables:
Loans and leases, net of unearned income ................... 23,708,678
Less Allowance for loan and lease losses ................... 773,597
Less allocated transfer risk reserve ....................... 28,427
Loans and leases, net of unearned income, allowance,
and reserve .............................................. 22,906,654
Assets held in trading accounts .............................. 851,615
Premises and fixed assets (including capitalized leases) ..... 657,247
Other real estate owned ...................................... 60,806
Investments in unconsolidated subsidiaries and
associated companies ....................................... 170,378
Customers' liability to this bank on acceptances outstanding . 885,751
Intangible assets ............................................ 42,689
Other assets ................................................. 1,326,362
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Total assets ................................................. $36,088,119
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LIABILITIES
Deposits
In domestic offices ......................................... $19,486,153
Noninterest-bearing ......................................... 7,388,636
Interest-bearing ............................................ 12,097,517
In foreign offices, Edge and Agreement subsidiaries,
and IBFs .................................................. 8,230,444
Noninterest-bearing ......................................... 53,571
Interest-bearing ............................................ 8,176,873
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 IBFs:
Federal funds purchased ..................................... 1,207,881
Securities sold under agreements to repurchase .............. 350,492
Demand notes issued to the U.S. Treasury ...................... 300,000
Other borrowed money .......................................... 530,559
Bank's liability on acceptances executed and outstanding ...... 897,899
Subordinated notes and debentures ............................. 1,064,780
Other liabilities ............................................. 1,139,025
Total liabilities ............................................. 33,207,233
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EQUITY CAPITAL
Perpetual preferred stock and related surplus ................. 75,000
Common stock .................................................. 942,284
Surplus ....................................................... 525,666
Undivided profits and capital reserves ........................ 1,342,860
Cumulative foreign currency translation adjustments ........... (4,924)
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Total equity capital .......................................... 2,880,886
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Total liabilities, limited-life preferred stock and
equity capital .............................................. $36,088,119
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I, Robert E. Keilman, Senior Vice President and Comptroller 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.
Robert E. Keilman
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 is true and
correct.
J. Carter Bacot )
Alan R. Griffith ) Directors
Samuel F. Chevalier )
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