Exhibit 25.1
Securities Act of 1933 File Number 333-5828
_________________________________________________________________________
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
13-4994650
(I.R.S. Employer Identification Number)
270 PARK AVENUE, NEW YORK, NEW YORK
(Address of principal executive offices)
10017
(Zip Code)
_______________
TEVECAP S.A.
(Exact name of obligor as specified in its charter)
THE FEDERATIVE REPUBLIC OF BRAZIL NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
RUA DO ROCIO, 313
SAO PAULO, SP BRAZIL
04552-904
(TELEPHONE 55-11-821-8550)
(Address, including zip code, and telephone number,
including area code of obligor's principal executive offices)
_________________________________________
12 5/8% SENIOR NOTES DUE 2004
(Title of the 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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated herein by reference).
2. A copy of the Certificate of Authority of the Trustee to commence
business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated herein by reference. On July 14,
1996, in connection with the merger of Chemical Bank and The Chase Manhattan
Bank (National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank.
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing by-laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated herein by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.
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.
On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.
8. Not applicable.
9. Not applicable.
-3-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 ___ day of _________, 1997.
THE CHASE MANHATTAN BANK
By: Douglas Lavelle
Second Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, 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 MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . . . 5,094
Securities: . . . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities. . . . . . . . . . . . . . . . 3,367
Available for sale securities. . . . . . . . . . . . . . . 27,786
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 . . . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell . . . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . $67,215
Less: Allowance for loan and lease losses . . . 1,768
Less: Allocated transfer risk reserve . . . . . 75
_________
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies. . . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . . . 6,993
_________
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . $151,453
. . . . . . . . . . . . . . . . . . . . . . . . . . . . =========
LIABILITIES
Deposits
In domestic offices . . . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . . . . . 30,206
_________
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . . . . .$ 2,197
Interest-bearing . . . . . . . . . . . . . . . . 29,380
_________
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase . . . . 8,536
Demand notes issued to the U.S. Treasury . . . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . . . . 10,018
With a remaining maturity of more than one year . . . . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding . 1,001
Subordinated notes and debentures . . . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . . . 8,091
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . 143,824
_________
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . . . . . .
4,664
Undivided profits and capital reserves . . . . . . . . . . 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . . . . . . (633)
Cumulative foreign currency translation adjustments . . . 8
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . 7,629
_________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . . . $151,453
. . . . . . . . . . . . . . . . . . . . . . . . . . . . =========
I, Joseph L. Sclafani, S.V.P. & 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 appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
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 appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER ) DIRECTORS
THOMAS G. LABRECQUE )