EXHIBIT 25
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-6022258
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
LUIS PEREZ, ASSISTANT VICE PRESIDENT
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
LEVEL 3 COMMUNICATIONS, INC.
(Exact names of obligor as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3555 Farnam Street
Omaha, Nebraska 68131
(Address of principal executive offices) (Zip code)
$2,000,000,000 9 1/8% Senior Notes Due 2008
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(Title of indenture securities)
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
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York
Second District,
33 Liberty Street
New York, New York
(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.
The obligor is not an affiliate of the trustee.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default
with respect to the
securities under this indenture. Explain the
nature of any such
default.
None
2
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of
the obligors are outstanding, or is trustee for more
than one outstanding series of securities under the
indenture, state whether there has been a default
under any such indenture or series, identify the
indenture or series affected, and explain the nature
of any such default.
None
Item 16. List of exhibits.
List below all exhibits filed as part of this
statement of eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust
Company as amended to date. (See Exhibit 1A to
Form T-1, Securities and Exchange Commission File
No. 22-18460).
*2. A copy of the Certificate of Authority of the trustee
to Commence Business (Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to
exercise corporate trust powers, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange
Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the trustee, as
amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission
File No. 22-19146).
5. Not Applicable
6. The consent of United States institutional
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.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.
3
NOTE
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In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor and its
directors or officers, the trustee has relied upon information
furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the
answer to said Item is based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an
amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items
1, 2 and 16 of this form since to the best knowledge of the trustee as
indicated in Item 13, the obligor is not in default under any indenture
under which the applicant is trustee.
4
SIGNATURE
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Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility & qualification 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 25th day of June, 1998.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Luis Perez
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Luis Perez
Assistant Vice President
5
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the issuance by Level 3
Communications, Inc., of its $2,000,000,000 9 1/8% Senior Notes Due 2008, 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.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Luis Perez
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Luis Perez
Assistant Vice President
Dated: June 25, 1998
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EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF MARCH 31, 1998
DOLLAR AMOUNTS
IN THOUSANDS
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ASSETS
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1. Cash and balance due from depository institutions:
a. Noninterest-bearing balances and currency and coin......... $ 29,353
b. Interest-bearing balances.................................. $ 15,329
2. Securities:
a. Held-to-maturity securities................................ $ 186,942
b. Available-for-sale securities.............................. $ 102,403
3. 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 and Securities purchased under agreements
to resell.................................................... $ 176,231
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income....... $1,673,749
b. LESS: Allowance for loan and lease losses...... $ 63,611
c. LESS: Allocated transfer risk reserve.......... $ -0-
d. Loans and leases, net of unearned income,
allowance and reserve..................................... $1,610,138
5. Trading assets held in trading accounts....................... $ 584
6. Premises and fixed assets (including capitalized leases)...... $ 2,575
7. Other real estate owned....................................... $ 819
8. Investments in unconsolidated subsidiaries and associated
companies.................................................... $ -0-
9. Customers' liability to this bank on acceptances
outstanding.................................................. $ 503
10. Intangible assets............................................. $ -0-
11. Other assets.................................................. $ 61,923
12. TOTAL ASSETS.................................................. $2,186,800
LIABILITIES
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DOLLAR AMOUNTS
IN THOUSANDS
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13. Deposits:
a. In domestic offices......................................... $ 659,051
(1) Noninterest-bearing.......................... $ 288,134
(2) Interest-bearing............................. $ 370,917
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................... $1,141,113
(1) Noninterest-bering........................... $ 19,428
(2) Interest-bearing............................. $1,121,685
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:
Federal Funds purchased and Securities sold under agreements
to repurchase................................................. $ -0-
15. a. Demand notes issued to the U.S. Treasury.................... $ 5,000
b. Trading Liabilities......................................... $ 344
16. Other borrowed money:
a. With a remaining maturity of one year or less............... $ 61,953
b. With a remaining maturity of more than one year............. $ 1,763
c. With a remaining maturity of more than three years.......... $ 2,242
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding....... $ 503
19. Subordinated notes and debentures.............................. $ -0-
20. Other liabilities.............................................. $ 70,344
21. TOTAL LIABILITIES.............................................. $1,942,313
22. Limited-life preferred stock and related surplus............... $ N/A
EQUITY CAPITAL
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23. Perpetual preferred stock and related surplus.................. $ -0-
24. Common stock................................................... $ 29,649
25. Surplus (exclude all surplus related to preferred stock)....... $ 217,008
26. a. Undivided profits and capital reserves...................... $ (2,291)
b. Net unrealized gains (losses) on available-for-sale
securities................................................. $ 121
27. Cumulative foreign currency translation adjustments............ $ -0-
28. TOTAL EQUITY CAPITAL........................................... $ 244,487
29. TOTAL LIABILITIES AND EQUITY CAPITAL........................... $ 2,186,800