EXHIBIT 25.2
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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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
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ATLANTIC CAPITAL I
(Exact name of obligor as specified in its charter)
Delaware To Be Applied For
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6801 Black Horse Pike
Egg Harbor Township, New Jersey 08234-4130
(Address of principal executive offices (Zip code)
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Atlantic Capital I [ ]% Cumulative Quarterly Income Preferred Securities*
(Title of the indenture securities)
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*Specific title to be determined in connection with sale of Atlantic
Capital I [ ]% Cumulative Quarterly Income Preferred 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.
Superintendent of Banks of the 2 Rector Street, New York, N.Y. 10006
State of New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation 550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association New York, N.Y.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 2.)
Item 16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1. - A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration
Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to
Form T-1 filed with Registration Statement No. 33-29637.)
4. - A copy of the existing By-laws of the Trustee. (Exhibit 4
to Form T-1 filed with Registration Statement No. 33-31019.)
6. - The consent of the Trustee required by Section 321(b) of
the Act. (Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)
7. - A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
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*Pursuant to General Instruction B, the Trustee has responded only to Items
1, 2 and 16 of this form since to the best of the knowledge of the Trustee the
obligor is not in default under any indenture under which the Trustee is a
trustee.
NOTE
Inasmuch as this Form T-1 is being filed prior to the ascertainment by
the Trustee of all facts on which to base a responsive answer 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.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, 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 17th day of September, 1996.
THE BANK OF NEW YORK
By:/s/ LUCILLE FIRRINCIELI
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Lucille Firrincieli
Assistant Vice President
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EXHIBIT 7
(Page 1 of 3)
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business June 30, 1996, published 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 Thousands
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Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin......................................... $ 3,650,068
Interest-bearing balances....................................... 738,260
Securities:
Held-to-maturity securities..................................... 784,969
Available-for-sale securities................................... 2,033,407
Federal funds sold and securities
purchased under agreements to resell in
domestic offices of the bank:
Federal funds sold.............................................. 3,699,232
Securities purchased under agreements
to resell...................................................... 20,000
Loans and lease financing receivables:
Loans and leases, net of unearned
income........................................... 28,109,045
LESS: Allowance for loan and
lease losses..................................... 586,658
LESS: Allocated transfer risk
reserve.......................................... 429
Loans and leases, net of unearned
income, allowance, and reserve................................ 27,521,958
Assets held in trading accounts................................... 678,844
Premises and fixed assets (including
capitalized leases)............................................. 608,217
Other real estate owned........................................... 50,599
Investments in unconsolidated subsidiaries
and associated companies........................................ 235,670
Customers' liability to this bank on
acceptances outstanding......................................... 904,948
Intangible assets................................................. 450,230
Other assets...................................................... 1,299,464
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Total assets...................................................... $42,675,866
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EXHIBIT 7
(Page 2 of 3)
LIABILITIES
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Deposits:
In domestic offices............................................. $19,223,050
Noninterest-bearing................................ 7,675,758
Interest-bearing................................... 11,547,292
In foreign offices, Edge and
Agreement subsidiaries, and IBFs................................ 11,527,685
Noninterest-bearing................................ 48,502
Interest-bearing................................... 11,479,183
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsid-
iaries, and in IBFs:
Federal funds purchased......................................... 1,498,351
Securities sold under agreements
to repurchase................................................. 126,974
Demand notes issued to the U.S.
Treasury........................................................ 231,865
Trading liabilities............................................... 479,390
Other borrowed money:
With original maturity of one year or less...................... 2,521,578
With original maturity of more than
one year ..................................................... 20,780
Bank's liability on acceptances
executed and outstanding...................................... 905,850
Subordinated notes and debentures................................. 1,020,400
Other liabilities................................................ 1,543,657
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Total liabilities................................................. 39,099,580
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EQUITY CAPITAL
Common stock...................................................... 942,284
Surplus........................................................... 525,666
Undivided profits and capital
reserves........................................................ 2,124,231
Net unrealized holding gains (losses)
on available-for-sale securities................................ (8,063)
Cumulative foreign currency
translation adjustments........................................ (7,832)
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Total equity capital.............................................. 3,576,286
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Total liabilities and equity capital............................. $42,675,866
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EXHIBIT 7
(Page 3 of 3)
I, Robert E. Keilman, Senior Vice President and Comptroller 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.
Robert E. Keilman
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 is true and
correct.
J. Carter Bacot )
Alan R. Griffith ) Directors
Thomas A. Renyi )