SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)_____
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THE FIRST NATIONAL BANK OF BOSTON
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
04-2472499
(I.R.S. EMPLOYER IDENTIFICATION NO.)
100 FEDERAL STREET, BOSTON,
MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES) (ZIP CODE)
Gary A. Spiess, Cashier and General Counsel
100 Federal Street, 24th Floor, Boston, Massachusetts 02110 (617) 434-2870
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REEVES HOLDINGS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 57-0994551
(I.R.S. EMPLOYER
(STATE OR OTHER JURISDICTION OF IDENTIFICATION
INCORPORATION OR ORGANIZATION) NO.)
HIGHWAY 29 SOUTH 29304
P.O. BOX 1898 (ZIP CODE)
SPARTANBURG, SOUTH CAROLINA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SENIOR DISCOUNT DEBENTURES DUE 2006
(TITLE OF INDENTURE SECURITIES)
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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 of the United States, Washington D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
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.
None with respect to the Trustee.
(See Notes on page 2)
None with respect to Bank of Boston Corporation.
16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY AND
QUALIFICATION.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.
A certified copy of the Articles of Association of the trustee is filed as
Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and is
incorporated herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A copy of the certificate of T. McLean Griffin, Cashier of the trustee,
dated February 3, 1978, as to corporate succession containing copies of the
Certificate of the Comptroller of the Currency that The Massachusetts Bank,
National Association, into which The First National Bank of Boston was merged
effective January 4, 1971, is authorized to commence the business of banking as
a national banking association, as well as a certificate as to such merger is
filed as Exhibit No. 2 to statement of eligibility and qualification No. 22-9514
and is incorporated herein by reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST
POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED IN
PARAGRAPH (1) OR (2) ABOVE.
A copy of a certificate of the Office of the Currency dated February 6, 1978
is filed as Exhibit No. 3 to statement of eligibility and qualification No.
22-9514 and is incorporated herein by reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A certified copy of the existing By-Laws of the trustee dated December
23,1993 is filed as Exhibit No. 4 to statement of eligibility and qualifications
No. 22-25754 and is incorporated herein by reference thereto.
5. THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B) OF THE ACT.
The consent of the trustee required by Section 321(b) of the Act is annexed
hereto and made a part hereof.
6. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority is annexed
hereto as Exhibit 6 and made a part hereof.
In answering any item in this Statement of Eligibility and Qualification
which relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information furnished
to it by the obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such information.
The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
THE FIRST NATIONAL BANK OF BOSTON, 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 BOSTON AND
COMMONWEALTH OF MASSACHUSETTS, ON THE 28TH DAY OF MARCH, 1994.
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
BY JAMES E. MOGAVERO
JAMES E. MOGAVERO
SENIOR ACCOUNT MANAGER
EXHIBIT 5
CONSENT OF TRUSTEE
PURSUANT TO THE REQUIREMENTS OF SECTION 321(B) OF THE TRUST INDENTURE ACT OF
1939, IN CONNECTION WITH THE PROPOSED ISSUE OF REEVES HOLDINGS, INC. SENIOR
DISCOUNT DEBENTURES DUE 2006, WE HEREBY CONSENT THAT REPORTS OF EXAMINATIONS BY
FEDERAL, STATE, TERRITORIAL, OR DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH
AUTHORITIES TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST THEREFOR.
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
BY JAMES E. MOGAVERO
JAMES E. MOGAVERO
SENIOR ACCOUNT MANAGER
EXHIBIT 6
CONSOLIDATED REPORT OF CONDITION, INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES,
OF
THE FIRST NATIONAL BANK OF BOSTON
In the Commonwealth of Massachusetts, at the close of business on December
31, 1993. Published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter number 200. Comptroller
of the Currency Northeastern District.
ASSETS
DOLLAR
AMOUNTS IN
THOUSANDS
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Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin..................... $1,896,648
Interest-bearing balances.......................................... 989,983
Securities............................................................... 2,120,299
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 IBF's:
Federal funds sold..................................................... 786,594
Securities purchased under agreements to resell........................ 0
Loans and lease financing receivables:
Loans and leases, net of unearned income.......$21,760,082
LESS: Allowance for loan and lease losses..........488,235
LESS: Allocated transfer risk reserve....................0
Loans and leases, net of unearned income, allowance and reserve........ 21,271,847
Assets held in trading accounts.......................................... 303,841
Premises and fixed assets (including capitalized leases)................. 317,599
Other real estate owned.................................................. 42,600
Investments in unconsolidated subsidiaries and associated companies...... 118,921
Customers' liability to this bank on acceptances outstanding............. 374,873
Intangible assets........................................................ 307,582
Other assets............................................................. 1,020,881
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TOTAL ASSETS........................................................... $29,551,668
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LIABILITIES
Deposits:
In domestic offices.................................................... $13,331,731
Noninterest-bearing.............................$3,780,365
Interest-bearing.................................9,551,366
In foreign offices, Edge and Agreement subsidiaries, and IBF's........... 7,295,863
Noninterest-bearing................................525,888
Interest-bearing.................................6,769,975
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................................................ 1,302,034
Securities sold under agreements to repurchase......................... 199,132
Demand notes issued to the U.S. Treasury................................. 48,780
Other borrowed money..................................................... 3,590,568
Mortgage indebtedness and obligations under capitalized leases........... 14,180
Bank's liability on acceptances executed and outstanding................. 375,153
Subordinated notes and debentures........................................ 598,835
Other liabilities........................................................ 723,480
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TOTAL LIABILITIES...................................................... $27,479,757
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LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL.......................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus............................ $ 0
Common stock............................................................. 75,200
Surplus.................................................................. 893,227
Undivided profits and capital reserves................................... 1,076,870
LESS: Net unrealized loss on marketable equity securities................ (34,746 )
Cumulative foreign currency translation adjustments...................... (8,132 )
Total equity capital..................................................... 2,071,911
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY............ $29,551,668
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I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.
ROBERT T. JEFFERSON
FEBRUARY 9, 1994
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We 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 and is true and correct.
CHARLES G. GIFFORD
IRA STEPANIAN
PAUL C. O'BRIEN
DIRECTORS
FEBRUARY 9, 1994