EXHIBIT 25(C)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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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) _____
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THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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WELLS FARGO CAPITAL II
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-6701194
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
420 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94163
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PREFERRED SECURITIES
(TITLE OF INDENTURE SECURITIES)
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
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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
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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
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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.
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9. Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, The First National Bank of Chicago, 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 14th day of November, 1996.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
By /s/ John R. Prendiville
John R. Prendiville
Vice President
* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
25, 1996 (REGISTRATION NO. 333-14201).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 14, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Wells Fargo
Capital II and The First National Bank of Chicago, 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,
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ John R. Prendiville
John R. Prendiville
Vice President
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EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1996
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
C400 {-
DOLLAR AMOUNTS IN -------- ------
THOUSANDS RCFD BIL MIL THOU
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ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1)............................................... 0081 3,572,641 1.a.
b. Interest-bearing balances(2).............................. 0071 6,958,367 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule
RC-B, column A)........................................... 1754 0 2.a.
b. Available-for-sale securities (from
Schedule RC-B, column D).................................. 1773 1,448,974 2.b.
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and its Edge and Agreement subsidiaries, and in IBFs:
a. Federal Funds sold........................................ 0276 5,020,878 3.a.
b. Securities purchased under agreements to
resell.................................................... 0277 918,688 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)..................................................... RCFD 2122 19,125,160 4.a.
b. LESS: Allowance for
loan and lease losses..................................... RCFD 3123 379,232 4.b.
c. LESS: Allocated transfer risk reserve..................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c).................. 2125 18,745,928 4.d.
5. Assets held in trading accounts.............................. 3545 9,599,172 5.
6. Premises and fixed assets (including capitalized leases)..... 2145 623,289 6.
7. Other real estate owned (from Schedule RC-M)................. 2150 8,927 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................... 2130 57,280 8.
9. Customers' liability to this bank on acceptances outstanding. 2155 632,259 9.
10. Intangible assets (from Schedule RC-M)...................... 2143 156,715 10.
11. Other assets (from Schedule RC-F)........................... 2160 1,592,088 11.
12. Total assets (sum of items 1 through 11).................... 2170 49,335,206 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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SCHEDULE RC-CONTINUED DOLLAR AMOUNTS IN
Thousands BIL MIL THOU
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E,
part 1)......................................... RCON 2200 16,878,870 13.a.
(1) Noninterest-bearing(1)....................... RCON 6631 7,855,880 13.a.(1)
(2) Interest-bearing............................. RCON 6636 9,022,990 13.a.(2)
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E, part II).................................. RCFN 2200 12,677,057 13.b.
(1) Noninterest bearing.......................... RCFN 6631 766,936 13.b.(1)
(2) Interest-bearing............................. RCFN 6636 11,910,121 13.b.(2)
14. 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:
a. Federal funds purchased......................... RCFD 0278 1,318,968 14.a.
b. Securities sold under agreements to
repurchase...................................... RCFD 0279 1,197,589 14.b.
15. a. Demand notes issued to the U.S. Treasury........ RCON 2840 104,546 15.a.
b. Trading Liabilities............................. RCFD 3548 6,431,784 15.b.
16. Other borrowed money:
a. With original maturity of one year
or less......................................... RCFD 2332 4,437,636 16.a.
b. With original maturity of more than
one year........................................ RCFD 2333 75,308 16.b.
17. Mortgage indebtedness and obligations
under capitalized leases.......................... RCFD 2910 283,041 17.
18. Bank's liability on acceptance executed and
outstanding....................................... RCFD 2920 632,259 18.
19. Subordinated notes and debentures................. RCFD 2920 1,275,000 19.
20. Other liabilities (from Schedule RC-G)............ RCFD 3200 892,947 20.
21. Total liabilities (sum of items 13
through 20)....................................... RCFD 2930 46,205,005 21.
22. Limited-Life preferred stock and
related surplus................................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock
and related surplus............................... RCFD 3838 0 23.
24. Common stock...................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus
related to preferred stock)....................... RCFD 3839 2,349,164 25.
26. a. Undivided profits and
capital reserves................................. RCFD 3632 584,878 26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities.................... RCFD 8434 (3,951) 26.b.
27. Cumulative foreign currency translation
adjustments......................................... RCFD 3284 (748) 27.
28. Total equity capital (sum of items 23 through 27)... RCFD 3210 3,130,201 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28).... RCFD 3300 49,335,206 29.
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 Number
auditors as of any date during 1995 RCFD 6724 [N/A ] M.1.
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
auditors standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
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