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Exhibit 25
Form T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement of Eligibility and Qualification
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as Trustee
Continental Stock Transfer & Trust Company
(Exact name of trustee as specified in its charter)
New York 13-2780552
(State of incorporation if not a national bank) (I.R.S. employer identification no.)
2 Broadway, New York, New York 10004
(Address of principal executive offices) (Zip code)
Jesse R. Meer, 120 W. 45th St., New York, N.Y. 10036, 212-704-0100
(Name, address and telephone number of agent for service)
General DataComm Industries, Inc.
(Exact name of obligor as specified in its charter)
Delaware 06-0853856
(State or other jurisdiction of incorporation or I.R.S. employer identification no.)
organization
1579 Straits Turnpike
Middlebury, Connecticut 06752-1299
(Address of principal executive offices) (Zip code)
7-3/4% Convertible Senior Subordinated Debentures due 2002
(Title of indenture securities)
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ITEM 1. General Information
(a) The name and address of each examining or supervising authority to
which the trustee is subject:
Banking Department of the State of New York
2 Rector Street
New York, New York 10006
(b) Whether the trustee is authorized to exercise corporate trust
powers.
The trustee is so authorized
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation:
There was no such affiliation as of December 15, 1997
NOTE: Items 3 through and including 15 are omitted, in accordance
with General Instruction B., based upon the obligor's
representation that it is not in default under other
indentures under which Continental Stock Transfer & Trust
Company is the trustee.
ITEM 16. LIST OF EXHIBITS.
The following exhibits to this Statement of Eligibility and Qualification,
other than Exhibit 7 which is being filed herewith, were filed as exhibits to
the Statements of Eligibility and Qualification on Form T-1 that accompanied the
registration statements of the named obligors in the S.E.C. files specified.
Such exhibits are hereby incorporated by reference to such filings.
1(a). Amended organization certificate of the trustee. Trans-Lux
Corporation, S.E.C. File No. 33-1695.
1(b). Certificate of amendment, dated May 14, 1986, of the trustee's
organization certificate. Howtek, Inc., S.E.C. File No. 33-8971.
2. Certificate of authority of the Banking Department of New York.
Trans-Lux Corporation, S.E.C. File No. 33-1695.
3. Certificate of amendment,. dated December 19, 1984, of the trustee's
organization certificate. Trans-Lux Corporation, S.E.C. File No.
33-1695.
4. By-laws of the trustee. Trans-Lux Corporation, S.E.C. File No.
33-1695.
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5. Not applicable.
6. Consent of the trustee as required by Section 321(b) of the Act.
Trans-Lux Corporation, S.E.C. File No. 33-1695.
7. Balance sheet of the trustee, as of December 31, 1996. (The trustee is
not required by the Banking Department to publish a report of its
condition.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Continental Stock Transfer & Trust Company, a limited purpose trust
company, organized and existing under the laws of the State of New York, 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 and the
State of New York on December 19, 1997.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ MICHAEL NELSON
Michael Nelson, President
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EXHIBIT 7
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BALANCE SHEET
DECEMBER 31, 1996
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ASSETS
CURRENT ASSETS:
Cash $ 803,404
Accounts receivable (net of allowance
for doubtful accounts of $10,000) 1,654,171
Interest receivable 102,583
U.S. Government securities 599,188
Prepaid expenses 66,380
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Total current assets 3,225,726
PROPERTY AND EQUIPMENT - Net 358,288
U.S. GOVERNMENT SECURITIES 998,521
OTHER ASSETS 9,832
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TOTAL $4,592,367
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LIABILITIES AND STOCKHOLDER's EQUITY
CURRENT LIABILITIES:
Accrued expenses and other liabilities $ 37l,455
Customer deposits 800,446
Federal income taxes payable to parent 267,396
State and local income taxes payable to parent 96,766
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Total current liabilities $1,538,063
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER's EQUITY:
Capital stock, $100 par value - authorized and outstanding,
5,000 shares (no change during year) 500,000
Additional paid-in capital 1,000,000
Retained earnings 1,554,304
Total stockholder's equity 3,054,304
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TOTAL $4,592,367
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