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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)___
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
25-1197336
(I.R.S. Employer Identification No.)
One PNC Plaza
FifthAvenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
F. J. Deramo, Vice President, PNC Bank, National Association
27th Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2602
(412) 762-3666
(Name, address and telephone number of agent for service)
USI AMERICAN HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-3363062
(I.R.S. Employer Identification No.)
101 Wood Avenue South
Iselin, New Jersey 08830
(Address of principal executive offices - Zip code)
7 1/4% Senior Notes due December 1, 2006
(Title of the indenture securities)
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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 Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes. (See Exhibit T-1-3)
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.
ITEM 3 THROUGH ITEM 14.
The issuer currently is not in default under any of its outstanding
securities for which PNC Bank is trustee. Accordingly, responses to Items
3 through 14 of Form T-1 are not required pursuant to Form T-1 General
Instructions B.
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or to be
qualified under the Act.
Not applicable (trustee is not a foreign trustee).
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit T-1-1 - Articles of Association of the trustee,
with all amendments thereto, as presently in
effect, filed as Exhibit 1 to Trustee's Statement
of Eligibility and Qualification, Registration No.
33-58107 and incorporated herein by reference.
Exhibit T-1-2 - Copy of Certificate of the Authority of
the Trustee to Commence Business, filed as Exhibit
2 to Trustee's Statement of Eligibility and
Qualification, Registration No. 2-58789 and
incorporated herein by reference.
Exhibit T-1-3 - Copy of Certificate as to Authority of the Trustee
to Exercise Trust Powers, filed as Exhibit 3 to
Trustee's
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Statement of Eligibility and Qualification,
Registration No. 2-58789, and incorporated
herein by reference.
Exhibit T-1-4 - The By-Laws of the trustee.
Exhibit T-1-5 - The consent of the trustee required by Section
321(b) of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken from
the latest Report of Condition of the trustee
published in response to call made by Comptroller
of the Currency under Section 5211 U.S. Revised
Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of the obligor, or are affiliates or directors or
executive officers of the obligor, and (b) the voting securities of the trustee
owned beneficially by the obligor and each director and executive officer of the
obligor, are based upon information furnished to the trustee by the obligor and
also, in the case of (b) above, upon an examination of the trustee's records.
While the trustee has no reason to doubt the accuracy of any such information
furnished by the obligor, it cannot accept any responsibility therefor.
Signature appears on next page
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, PNC Bank, National Association, a corporation 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 Pittsburgh and Commonwealth of Pennsylvania on
April 23, 1997.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Fred J. Deramo
--------------------------------
Fred J. Deramo
Vice President
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Exhibit T-1-4
PNC BANK, NATIONAL ASSOCIATION
BY-LAWS
(as amended and restated on April 9, 1996)
Article I. Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of the Bank
for the election of Directors and the transaction of all other business that may
properly come before the meeting shall be held at the Pittsburgh National
Building or other convenient place selected by the Directors, on the Tuesday
that next follows the annual meeting of the shareholders of PNC Bank Corp. If
for any reason no such election of Directors is made on that day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable.
Section 2. Special Meetings. Special meetings of the shareholders shall be held
when called by the Board of Directors or when called in writing by one or more
shareholders owning in the aggregate not less than ten per centum of the
outstanding shares of stock of the Bank.
Section 3. Notice and Record Date. Notice of shareholders' meetings shall be
given in the manner set forth in Article VIII, Section 5, not less than ten days
nor more than sixty prior to the meeting. The Board of Directors may fix a date
not less than ten nor more than forty days prior to the annual meeting or any
special meeting of the shareholders as the record date for the determination of
shareholders entitled to notice of and to vote at any such meeting, or any
adjournment thereof, and only shareholders of record on the date so fixed shall
be entitled to notice of and to vote at any meeting, or any adjournment thereof.
In no event shall the record date as fixed by the Board of Directors be prior to
the date on which the action is taken fixing such record date.
Section 4. Quorum, Shareholder Action. A majority of the shares outstanding
represented in person or by proxy shall constitute a quorum. Less than a quorum
may adjourn any meeting from time to time and the meeting may be held as
adjourned without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any duly convened
meeting unless otherwise provided by law. Shareholders may vote in person or by
proxy duly authorized in writing, but no officer or employee of the Bank may act
as proxy.
Section 5. Written Action of Shareholders. Any action which may be taken at a
meeting of the shareholders of the Bank may be taken without a meeting if a
consent in writing setting forth the action so taken, signed by all the
shareholders who would be entitled to vote at a meeting for such purpose, and
such written consent shall be filed with the Secretary of the Bank.
Article II. Directors
Section 1. Board of Directors. The Board of Directors shall have the power to
manage and administer the business and affairs of the Bank. Except as expressly
limited by law, all corporate powers of the Bank shall be vested in and may be
exercised by the Board of Directors.
Section 2. Number. The Board of Directors shall consist of not less than five
nor more than twenty-five individuals, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the Board or by resolution of a majority of the shareholders.
Between annual meetings of shareholders, the Board of Directors, by vote of
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By-Laws PNC Bank, National Association
a majority of the Board, may increase the membership of the Board, within the
maximum above prescribed, by not more than four members and, by like vote,
appoint individuals to fill the vacancies created thereby.
Section 3. Election; Term of Office. The Board of Directors shall be elected at
each annual meeting of the shareholders. Each Director shall hold office from
the time of his election and his qualification to serve as such and until the
election and qualification of his successor or until such Director's earlier
death, resignation, disqualification or removal.
Section 4. Organization Meeting. A meeting of the Board of Directors for the
purpose of organizing the new Board, appointing the officers of the Bank for the
ensuing year and transacting other business shall be held without notice
immediately following the annual election of the Directors or as soon thereafter
as is practicable at such time and place as the Secretary may designate.
Section 5. Regular Meetings. The regular meetings of the Board of Directors
shall be held, without notice, at such times and places as the Board of
Directors shall by resolution determine.
Section 6. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President and shall be called at the
request of any three Directors. Notice of special meetings shall be given in the
manner set forth in Article VIII, Section 5.
Section 7. Quorum; Board Action. A majority of the Directors then in office
shall constitute a quorum for the transaction of business at any meeting. Unless
otherwise provided by law, any action of the Board of Directors may be taken
upon the affirmative vote of a majority of the Directors present at a duly
convened meeting.
Section 8. Vacancies. Any vacancy in the Board of Directors may be filled by
appointment by a majority of the remaining Directors at any regular meeting or
at a special meeting called for that purpose.
Section 9. Participation Other Than By Attendance. To the extent permitted by
law, any Director may participate in any regular or special meeting of the Board
of Directors or of any committee of the Board of Directors by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting are able to hear each other.
Section 10. Written Action of Directors. Any action which may be taken by the
Directors at a duly convened meeting may be taken upon the unanimous written
consent of the Directors.
Section 11. Compensation. Each director, advisory director, and member of an
Advisory Board of a branch office, who is not a salaried officer, shall receive
compensation in such amount and in such manner as the Board of Directors may
from time to time determine.
Section 12. Resignation; Removal. Any Director may resign by submitting his
resignation to the Chief Executive Officer, the Chairman, the President or the
Secretary. Such resignation shall become effective upon its submission or at any
later time specified. Any Director may be removed from office by action of the
shareholders or the Board taken in accordance with applicable law.
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By-Laws PNC Bank, National Association
Section 13. Personal Liability for Monetary Damages.
(a) To the fullest extent permitted by applicable law, each Director shall
be indemnified and held harmless by the Bank for all actions taken by him or her
and for all failures to take action to the fullest extent permitted by
Pennsylvania law against all expense, liability and loss (including without
limitation attorneys' fees, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him or her. No
indemnification pursuant to this Section 13 shall be made, however, in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court of competent jurisdiction to have constituted willful
misconduct or recklessness.
(b) This Section 13 shall not apply to any administrative proceeding or
action instituted by a federal bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by the Director in the form of making payments to the Bank.
(c) The provisions of this Section 13 shall be deemed to be a contract
with each Director of the Bank who serves as such at any time while this Section
13 is in effect and each such Director shall be deemed to be doing so in
reliance on the provisions of this Section 13. Any amendment or repeal of this
Section 13 or adoption of any other provision of the By-Laws or the Articles of
the Association which has the effect of increasing Director liability shall
operate prospectively only and shall not affect any action taken, or any failure
to act, prior to the adoption of such amendment, repeal or other provision.
Section 14. Corporate Governance Procedures. The Board of Directors and each
committee thereof shall have the authority to adopt or otherwise avail itself of
such corporate governance procedures as may be included from time to time in the
Pennsylvania Business Corporation Law of 1988, provided that any such procedure
complies with, or is not inconsistent with, applicable federal banking statutes
and regulations, and safe and sound banking practices.
Article III. Committees
Section 1. Appointment; Powers. In addition to the Committees described in this
Article III, the Board may appoint one or more standing or temporary committees
consisting of two or more Directors. The Board may invest such committees with
such power and authority, subject to such conditions, as it may see fit.
Section 2. Executive Committee. The Board may appoint from among its members an
Executive Committee which, to the maximum extent permitted by law or as
otherwise provided herein shall have and exercise in the intervals between the
meetings of the Board of Directors all the powers of the Board of Directors. All
acts done and powers conferred by the Executive Committee from time to time
shall be deemed to be, and may be certified as being, done and conferred under
authority of the Board of Directors. Four directors shall constitute a quorum
regardless of whether the directors present shall have been formally appointed
to the Executive Committee, and the action of a majority of the directors
present at a meeting, unless a majority of such Directors are officers of the
Bank, shall decide any matter or question submitted to the Executive Committee.
Section 3. Examining Committee. The Board shall appoint from among its members
an Examining Committee which shall be composed of not less than three directors,
none of whom shall be officers
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By-Laws PNC Bank, National Association
of the Bank. The Board of Directors shall select a Chairman from the Committee's
membership and the Committee may appoint a Secretary who need not be a director.
The Committee shall meet on call of its Chairman. The duties and
responsibilities of the Committee shall be as required by law and as assigned
from time to time by the Board of Directors.
Section 4. CRA Policy Committee. The Board of Directors shall appoint from among
its members a Community Reinvestment Act Policy Committee which shall consist of
not less than three directors, and such other officers who shall from time to
time be appointed by the Board of Directors. The duties and responsibilities of
the Committee shall be as assigned from time to time by the Board of Directors.
Section 5. Personnel and Compensation Committee. The Board may appoint from
among its members a Personnel and Compensation Committee. The duties and
responsibilities of the Committee shall be as assigned by the Board of
Directors.
Section 6. Nominating Committee. The Board may appoint from among its members a
Nominating Committee. The duties and responsibilities of the Committee shall be
as assigned by the Board of Directors.
Section 7. Fiduciary Committee. The Board may appoint from among its members a
Fiduciary Committee. The duties and responsibilities of the Committee shall be
as assigned by the Board of Directors.
Section 8. Credit Committee. The Board may appoint from among its members a
Credit Committee. The duties and responsibilities of the Committee shall be as
assigned by the Board of Directors.
Section 9. Asset and Liability Management Committee. The Board may appoint from
among its members an Asset and Liability Management Committee. The duties and
responsibilities of the Committee shall be as assigned by the Board of
Directors.
Section 10. Organization. All committees shall determine their own organization,
procedures and times and places of meeting, unless otherwise directed by the
Board and except as otherwise provided in these By-Laws. A majority of the
Directors appointed to a committee shall constitute a quorum for the transaction
of business at any meeting unless as otherwise provided in these By-Laws. In the
case of committees with an even number of Directors appointed to the committees,
one-half of the Directors shall constitute a quorum. Unless otherwise prevented
by law or by the procedures established by the committee, any action of a
committee may be taken upon the affirmative vote of a majority or one-half, as
the case may be, of the Directors present at a duly convened meeting or upon the
unanimous written consent of all Director members.
Section 11. Advisory Boards. Any branch office, with the approval of the Board
of Directors or the Chief Executive Officer, may have an Advisory Board
consisting of Directors, officers or members of the public, who may from time to
time be appointed by the Board of Directors or the Chief Executive Officer or
his designee. The Chairman of each Advisory Board shall be designated by the
Board of Directors or the Chief Executive Officer. Each Advisory Board shall
meet at such time or times as shall be determined by the Chairman of such
Advisory Board. Advisory Boards shall be established for informational and
marketing purposes only and shall not have any duties, powers or
responsibilities.
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By-Laws PNC Bank, National Association
Article IV. Officers
Section 1. Officers Generally. The officers of the Bank, in order of precedence
or rank, shall be a Chairman of the Board; one or more Vice Chairmen, if any; a
President; one or more Vice Presidents, of whom one or more may be designated,
in order of precedence or rank, Senior Executive, Executive or Senior Vice
Presidents, and one of whom may be designated as responsible to direct, manage
and supervise all fiduciary activities; a Cashier; a Secretary; a Controller; an
Audit Director; and such other officers and functional officer titles, as the
Board of Directors, the Chairman, the Vice Chairman or the President may from
time to time designate. The Board of Directors shall from time to time designate
from among the Chairman of the Board, the Vice Chairmen and the President, one
of these officers to be the Chief Executive Officer.
Section 2. Elections; Appointment. All officers having the rank of Senior Vice
President or higher, shall be elected by the Board of Directors and shall hold
office during the pleasure of the Board of Directors. All other Vice Presidents
and other officers shall be appointed by the Chairman of the Board, a Vice
Chairman or President or other officer authorized by the Board of Directors to
appoint officers, and such action shall be reported to the Board of Directors.
Section 3. Chief Executive Officer. The Chief Executive Officer shall have the
general supervision of the policies, business and operations of the Bank; shall
have general executive powers as well as those duties and powers as may be
assigned by the Board of Directors; and shall have all other powers and duties
as are usually incident to the chief executive officer of a national bank. In
the absence of the Chief Executive Officer his powers and duties shall be
performed by such other officer or officers as shall be designated by the Board
of Directors.
Section 4. Chairman. The Chairman of the Board shall have general executive
powers, shall preside at all meetings of the shareholders and shall have such
other powers and duties as may be assigned to him from time to time by the Board
of Directors.
Section 5. Vice Chairman. A Vice Chairman shall have general executive powers
and shall have such duties and powers as shall be assigned from time to time by
the Board of Directors or the Chief Executive Officer.
Section 6. President. The President shall have general executive powers and
shall have such duties and powers as may be assigned to him from time to time by
the Board of Directors.
Section 7. Senior Officers; Vice Presidents. The Senior Executive, Executive,
and Senior Vice Presidents as well as all other Vice Presidents shall have such
duties and powers as may from time to time be assigned to them by the Board of
Directors or by the Chief Executive Officer. Any reference in these By-Laws to a
Vice President shall apply equally to a Senior Executive, Executive, or a Senior
Vice President unless the context otherwise requires.
Section 8. Vice President in Charge of Trusts. The Vice President in Charge of
Trusts, if any, under the direction of the Chief Executive Officer, shall
direct, manage and supervise all fiduciary activities of the Bank and shall be
responsible to the Board of Directors, the Chief Executive Officer and the
Fiduciary Committee for the administration of the Bank's fiduciary powers. He
shall have such other duties and powers as may be assigned to him by the Board
of Directors or the Chief Executive Officer.
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By-Laws PNC Bank, National Association
Section 9. Cashier. Unless otherwise delegated to another officer or officers by
the Board of Directors, the Cashier shall be responsible for all moneys, funds,
securities, fidelity and indemnity bonds and other valuables belonging to the
Bank, exclusive of the assets held by the Bank in a fiduciary capacity; shall
cause to be kept proper records of the transactions of the Bank; and shall
perform such other duties as may be assigned to him by the Board of Directors or
the Chief Executive Officer.
Section 10. Secretary. The Secretary shall attend the meetings of the
shareholders, of the Board of Directors, and of the Executive Committee, if any,
and shall keep minutes thereof in suitable minute books. He shall have charge of
the corporate records, papers, and the corporate seal of the Bank. He shall have
charge of the stock and transfer records of the Bank and shall keep a record of
all shareholders and give notices of all meetings of shareholders and special
meetings of the Board of Directors. He shall perform such other duties as may be
assigned to him by the Board of Directors or the Chief Executive Officer.
Section 11. Trust Officers. The Officers performing fiduciary functions, being
all officers assigned to the Trust, Trust and Investment Management or other
Fiduciary Department, Division, or other unit of the Bank, shall execute and
perform all actions desirable to carry out the fiduciary functions of the Bank,
and shall perform such other duties as may be assigned by the Board of
Directors, the Chief Executive Officer, or the Vice President in Charge of
Trusts, if any.
Section 12. Controller. The Controller shall be the chief accounting officer and
shall supervise systems and accounting records and shall be responsible for the
preparation of financial reports.
Section 13. Audit Director. The Audit Director shall have charge of auditing the
books, records and accounts of the Bank. He shall report directly to the Board
of Directors or a committee thereof.
Section 14. Assistant Officers. Each Assistant Officer shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the Chief Executive Officer, or the
officer to whom he is assistant, may from time to time assign to him.
Section 15. Tenure of Office. The Chief Executive Officer, the Chairman, and the
President shall each hold office for the year for which the Board was elected
and until the appointment and qualification of his successor or until his
earlier death, resignation, disqualification or removal by the Board of
Directors. All other officers and employees shall hold office at the pleasure of
the appropriate appointing authority.
Section 16. Resignation. An officer may resign at any time by delivering written
notice to the Bank. A resignation is effective when the notice is given unless
the notice specifies a later effective date.
Article V. Fidelity Bonds
Section 1. Fidelity Bonds, for the faithful performance of their duties, shall
be carried on all officers and employees in such form and amounts as the Board
of Directors or Chief Executive Officer may require.
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By-Laws PNC Bank, National Association
Article VI. General Powers of Officers
Section 1. The corporate seal of the Bank may be imprinted or affixed by any
process. The Secretary and any other officers authorized by resolution of the
Board of Directors shall have authority to affix and attest the corporate seal
of the Bank.
Section 2. The authority of officers and employees of this Bank to execute
documents and instruments on its behalf in cases not specifically provided for
in these By-Laws shall be as determined from time to time by the Board of
Directors, or, in the case of employees, by officers in accordance with
authority given them by the Board of Directors.
Section 3. Each of the Chairman of the Board, any Vice Chairman, the President,
any one of the Vice Presidents, the Cashier or the Secretary of this Bank is
hereby authorized to pledge assets of the Bank as security for the safekeeping
and prompt payment of deposits of public funds, or other funds, as required or
permitted by law. Such officers may also pledge assets of the Bank as may be
authorized from time to time by the Board of Directors;
Article VII. Stock Certificates
Section 1. Certificates of stock of the Bank shall be signed by the Chairman of
the Board, or a Vice Chairman, or the President, or a Vice President, and
countersigned by the Cashier or an Assistant Cashier, or by the Secretary or an
Assistant Secretary, and shall be sealed with the seal of the Bank. The seal may
be a facsimile. Where any such certificate is manually countersigned by two
authorized officers, or is manually countersigned by one authorized officer and
manually signed by a Registrar, the signature of the Chairman of the Board, or a
Vice Chairman, or the President, or Vice President upon such certificate may be
a facsimile. In case any such officer who has signed or countersigned, or whose
facsimile signature has been placed upon such certificate shall have ceased to
be an officer before such certificate is issued, it may be issued by the Bank
with the same effect as if such officer were still an officer at the time of
this issue.
Section 2. The shares of stock of the Bank shall be transferable only on its
books upon surrender of the stock certificate for such shares properly endorsed.
Section 3. Transfers of stock shall not be suspended preparatory to the
declaration of dividends, but dividends shall be paid to the shareholders in
whose name the stock is standing on the records of the Bank at the close of
business on such day subsequent to the date of declaration of the dividend as
the Board of Directors may designate.
Section 4. If a stock certificate shall be lost, stolen, or destroyed, the
shareholder may file with the Bank an affidavit stating the circumstances of the
loss, theft or destruction and may request the issuance of a new certificate. He
shall give to the Bank a bond which shall be in such sum, contain such terms and
provisions and have such surety or sureties as the Board of Directors may
direct. The Bank may thereupon issue a new certificate replacing the certificate
lost, stolen or destroyed.
Article VIII. General
Section 1. Exercise of Authority During Emergencies. The Board of Directors or
the Executive Committee may from time to time adopt resolutions authorizing
certain persons and entities to
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By-Laws PNC Bank, National Association
exercise authority on behalf of this Bank in time of emergency, and in the time
of emergency any such resolutions will be applicable, notwithstanding any
provisions to the contrary contained in these By-Laws.
Section 2. Charitable Contributions. The Board of Directors may authorize
contributions to community funds, or to charitable, philanthropic, or benevolent
instrumentalities conducive to public welfare in such sums as the Board of
Directors may deem expedient and in the interest of the Bank.
Section 3. Fiscal Year. The fiscal year of the Bank shall be the calendar year.
Section 4. Amendments. These By-Laws may be altered, amended, added to or
repealed by a vote of a majority of the Board of Directors at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors called for that purpose.
Section 5. Notice; Waiver of Notice. Any notice required to be given to any
shareholder or Director may be given either personally or by sending a copy
thereof through the mail, or by telegram, charges prepaid, or by facsimile to
his or her address or telephone number, as the case may be, appearing on the
books of the Bank, or supplied by him or her to the Bank for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. Each
notice shall specify the place, day, and hour of the meeting, and, in the case
of a special meeting, the general nature of the business to be transacted.
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or Director under the provisions of these By-Laws or under the
provisions of the Articles of Association, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, will be deemed equivalent to the given of such notice.
Except in the case of a special meeting of shareholders or Directors, neither
the business to be transacted nor the purpose of the meeting need by specified
in the waiver of notice of such meeting. Attendance of a person either in person
or by proxy, when permitted, will constitute a waiver of notice of such meeting,
except where such person attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting was not lawfully called
or convened.
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EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection
with the proposed issuance by USI American Holdings, Inc. (a Delaware
Corporation) of 7 1/4% Senior Notes due December 1, 2006, we hereby consent that
reports of examination by Federal, State, Territorial, or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Fred J. Deramo
---------------------------------
Fred J. Deramo
Vice President
Dated: April 23, 1997
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EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
December 31, 1996
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
Thousands
of Dollars
ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin.........$ 3,245,966
Interest-Bearing Balances.................................. 150,803
Securities
Held-to-maturity securities................................ 0
Available-for-sale securities.............................. 8,786,227
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 IBFs:
Federal funds sold......................................... 1,856,681
Securities purchased under agreements to resell............ 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $40,025,746
LESS: Allowance for loan and lease losses 745,426
Loans and leases, net of unearned income,
allowance and reserve................................... 39,280,320
Trading assets ............................................. 15,481
Premises and fixed assets (including capitalized leases).... 698,730
Other real estate owned .................................... 76,903
Investments in unconsolidated subsidiaries and
associated companies ..................................... 560,668
Customers' liability to this bank on acceptances
outstanding............................................... 53,564
Intangible assets .......................................... 1,158,419
Other assets................................................ 1,401,199
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Total Assets.............................................. $57,284,961
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LIABILITIES
Deposits:
In domestic offices....................................... $35,005,553
Noninterest-bearing $ 9,209,796
Interest-bearing 25,795,757
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................ 1,388,326
Noninterest-bearing $ 2,560
Interest-bearing 1,385,746
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................................. 2,912,006
Securities sold under agreements to repurchase.......... 196,756
Demand notes issued to U.S. Treasury........................ 2,133,251
Trading Liabilities......................................... 2,059
Other borrowed money
With original maturity of one year or less................ 7,620,267
With original maturity of more than one year.............. 1,768,448
Mortgage indebtedness and obligations under
capitalized leases........................................ 3,699
Bank's liability on acceptances executed and outstanding.... 53,564
Subordinated notes and debentures .......................... 500,552
Other liabilities........................................... 1,071,888
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Total liabilities........................................... 52,655,369
EQUITY CAPITAL
Common Stock................................................ 218,919
Surplus. . . ............................................... 1,971,534
Undivided profits and capital reserves...................... 2,492,982
Net unrealized holding gains (losses) on
available-for-sale securities............................. (54,243)
Total equity capital........................................ 4,629,592
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Total liabilities and equity capital........................$ 57,284,961
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