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EXHIBIT 25(a)
SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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 FIRST NATIONAL BANK OF BOSTON
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
04-2472499
(I.R.S. EMPLOYER IDENTIFICATION NO.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
GARY A. SPEISS, CASHIER AND GENERAL COUNSEL
100 FEDERAL STREET, 24TH FLOOR, BOSTON, MASSACHUSETTS 02110 (617) 434-2870
___________________
HOUSEHOLD INTERNATIONAL, INC.
(Exact name of Registrant who is the Issuer of the Guarantees
as specified in its Charter)
DELAWARE 36-3121988
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
708-564-5000
(Address including zip code, and telephone number, including area code,
of registrant's principal executive offices)
___________________
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
(Exact name of the registrant who is the Issuer of the Senior Notes
and Warrants to Purchase Senior Notes as specified in its Charter)
The Netherlands Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Hoekenrode 6
1102 BR Amsterdam,
Netherlands
31-20-6298033
(Address, including postal code, and telephone number,
including area code, of registrant's principal executive offices)
SENIOR NOTES AND WARRANTS TO PURCHASE SENIOR NOTES
(TITLE OF INDENTURE SECURITIES)
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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.
Comptroller of the Currency of the United States, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
IF THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR IS AN AFFILIATE OF
THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
None with respect to the Trustee.
(See Notes on page 2)
None with respect to Bank of Boston Corporation.
16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY
AND QUALIFICATION.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE IS NOW IN
EFFECT.
A certified copy of the Articles of Association of the trustee is filed
as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and
is incorporated herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A copy of the certificate of T. McLean Griffin, Cashier of the trustee,
dated February 3, 1978, as to corporate succession containing copies of the
Certificate of the Comptroller of the Currency that The Massachusetts Bank,
National Association, into which The First National Bank of Boston was merged
effective January 4, 1971, is authorized to commence the business of banking as
a national banking association, as well as a certificate as to such merger is
filed as Exhibit No. 2 to statement of eligibility and qualification No.
22-9514 and is incorporated herein by reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2) ABOVE.
A copy of a certificate of the Office of the Currency dated February 6,
1978 is filed as Exhibit No. 3 to statement of eligibility and qualification
No. 22-9514 and is incorporated herein by reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A certified copy of the existing By-Laws of the trustee dated December
23, 1993 is filed as Exhibit No. 4 to statement of eligibility and
qualifications No. 22-25754 and is incorporated herein by reference
thereto.
5. THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT.
The consent of the trustee required by Section 321(b) of the Act is
annexed hereto Exhibit 5 and made a part hereof.
6. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority
is annexed hereto as Exhibit 6 and made a part hereof.
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NOTES
In answering any item in this Statement of Eligibility and
Qualification which relates to matters peculiarly within the knowledge of the
obligor or any underwriter for the obligor, the trustee has relied upon
information furnished to it by the obligor and the underwriters, and the
trustee disclaims responsibility for the accuracy or completeness of such
information.
The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
THE FIRST NATIONAL BANK OF BOSTON, A NATIONAL BANKING ASSOCIATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, 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 OF BOSTON AND
COMMONWEALTH OF MASSACHUSETTS, ON THE 21ST DAY OF NOVEMBER, 1994.
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
By JAMES E. MOGAVERO
------------------
James E. Mogavero
Senior Account Manager
EXHIBIT 5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, in connection with the proposed issue by Household International
Netherlands B.V., with Household International, Inc. as Guarantor Senior Notes
and Warrants To Purchase Senior Notes, 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.
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
By JAMES E. MOGAVERO
------------------
James E. Mogavero
Senior Account Manager
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EXHIBIT 6
CONSOLIDATED REPORT OF CONDITION,
INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF
THE FIRST NATIONAL BANK OF BOSTON
In the Commonwealth of Massachusetts, at the close of business on June
30, 1994. Published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter number 200.
Comptroller of the Currency Northeastern District.
ASSETS
DOLLAR
AMOUNTS IN
THOUSANDS
----------
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . . . . . $ 2,597,212
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,006,033
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,805,830
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,07
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . 24,125
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . . . . . . . $25,226,498
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . 510,109
LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . 0
Loans and leases, net of unearned income, allowance and reserve . . . . . . . . . . . . . 25,226,498
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,055,276
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . 358,768
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,942
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . 121,355
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . 377,660
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494,273
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 893,037
-----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,055,086
===========
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,858,614
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,939,164
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,919,450
In foreign offices, Edge and Agreement subsidiaries, and IBF's . . . . . . . . . . . . . . . . 8,075,335
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 471,458
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,603,877
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,202,229
Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . 106,173
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,384
Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,856,596
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . 14,096
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . 377,824
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780,900
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 913,130
-----------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,720,661
===========
Limited-life preferred stock and equity capital . . . . . . . . . . . . . . . . . . . . . . . 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . $ 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,264
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987,398
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,285,223
LESS: Net unrealized loss on marketable equity securities . . . . . . . . . . . . . . . . . . (13,374)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . (7,086)
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,334,425
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY . . . . . . . . . . . . . . . . $35,055,086
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I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.
ROBERT T. JEFFERSON
AUGUST 10, 1994
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.
CHARLES G. GIFFORD
IRA STEPANIAN
WAYNE A. BUDD
DIRECTORS
AUGUST 10, 1994