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) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer
Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Renee Johnson, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-4069
(Name, address and telephone number for agent for service)
ALASKA AIR GROUP, INC.
(Name of obligor)
Delaware 91-1292054
(State of Incorporation) (I.R.S. Employer
Identification No.)
19300 Pacific Highway South
Seattle, Washington 98188
(Address of principal executive offices)
Convertible Senior Debentures
(Title of indenture securities)
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.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; 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.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
which constitutes the articles of association of the Trustee as now
in effect and includes the authority of the Trustee to commence
business and to exercise corporate trust powers was filed in
connection with the Registration Statement of Louisville Gas and
Electric Company, File No. 2-44295, and is incorporated herein by
reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Hillenbrand Industries, Inc., File
No. 33-44086, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, 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 State of Illinois, on the 7h day of June, 1995.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Renee Johnson
-----------------------------
Renee Johnson
Trust Officer
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By:/s/ Renee Johnson
---------------------------
Renee Johnson
Trust Officer
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EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1994, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[HARRIS BANK LOGO]
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on December 31, 1994, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
THOUSANDS
ASSETS OF DOLLARS
CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS:
NON-INTEREST BEARING BALANCES AND CURRENCY AND COIN. . . . . . . . . . . . . . $1,226,753
INTEREST BEARING BALANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . $732,083
SECURITIES:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
a. HELD-TO MATURITY SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . $718,072
b. AVAILABLE-FOR-SALE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . $1,795,896
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $374,200
SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL. . . . . . . . . . . . . . . . $9,831
LOANS AND LEASE FINANCING RECEIVABLES:
LOANS AND LEASES, NET OF UNEARNED INCOME . . . . . . . . . . . . . . . . . . . $6,371,039
LESS: ALLOWANCE FOR LOAN AND LEASE LOSSES . . . . . . . . . . . . . . . . . . $90,492
---------------------
LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND RESERVE
(ITEM 4.a MINUS 4.b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,280,547
ASSETS HELD IN TRADING ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . $169,830
PREMISES AND FIXED ASSETS (INCLUDING CAPITALIZED LEASES) . . . . . . . . . . . . . . . $136,703
OTHER REAL ESTATE OWNED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,780
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED COMPANIES. . . . . . . . . . $37
CUSTOMER'S LIABILITY TO THIS BANK ON ACCEPTANCES OUTSTANDING . . . . . . . . . . . . . $69,447
INTANGIBLE ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24,851
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $403,300
---------------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,944,330
---------------------------
---------------------------
LIABILITIES
DEPOSITS:
IN DOMESTIC OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,529,148
NON-INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,659,945
INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,869,203
IN FOREIGN OFFICES, EDGE AND AGREEMENT SUBSIDIARIES, AND IBF'S. . . . . . . . . . $2,486,418
NON-INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,903
INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,454,515
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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,179,441
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE. . . . . . . . . . . . . . . . . . $1,643,381
TRADING LIABILITIES $149,363
OTHER BORROWED MONEY:
a. WITH ORIGINAL MATURITY OF ONE YEAR OR LESS $667,231
b. WITH ORIGINAL MATURITY OF MORE THAN ONE YEAR $14,268
BANK'S LIABILITY ON ACCEPTANCES EXECUTED AND OUTSTANDING $69,447
SUBORDINATED NOTES AND DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . . $235,000
OTHER LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $240,902
---------------------------
TOTAL LIABILITIES $11,214,599
---------------------------
---------------------------
EQUITY CAPITAL
COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000
SURPLUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $275,000
a. UNDIVIDED PROFITS AND CAPITAL RESERVES . . . . . . . . . . . . . . . . . . . . . . $375,032
b. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE SECURITIES ($20,301)
---------------------------
TOTAL EQUITY CAPITAL $729,731
---------------------------
---------------------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL. . . . . . . . . . $11,944,330
---------------------------
---------------------------
I, Paul Skubic, Controller 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.
PAUL SKUBIC
1/27/95
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 the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
DONALD S. HUNT,
RICHARD E. TERRY,
JAMES J. GLASSER,
Directors.
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