***
Exhibit 25.3
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 UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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)
----------------
KONINKLIJKE AHOLD N.V. AHOLD FINANCE U.S.A., INC.
Incorporated in The Netherlands as a public company (Exact name of Registrant as specified in its charter)
with limited liability)
(Exact name of Registrant as Specified in its Charter)
ROYAL AHOLD
(Translation of Registrant's Name into English)
The Netherlands Delaware
(State or other jurisdiction of (State of other jurisdrction of incorporation
incorporation or organization) of organization)
N/A 58-2434256
(I.R.S. Employer Identification No.) (I.R.S. Employer Indentification No.)
Albert Heijnweg 1 913 North Market Street
1507 Eh Zaandam, Wilmington, Delaware 19801-3052
The Netherlands (302) 552-3100
011-31-75-6599111 (Address and telephone number of Registrant's
(Address and telephone number of Principal executives offices)
Registrant's principal executive offices)
Guaranteed Senior Debt Securities
(Title of the Indenture 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.
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 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 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 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.
8. Not applicable.
9. Not applicable.
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 8th day of June, 1999.
THE CHASE MANHATTAN BANK
By /s/ Janet Robinson
---------------------------------
Janet Robinson
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, 1998, 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 .................................................... $ 12,546
Interest-bearing balances ............................................ 6,610
Securities: ..............................................................
Held to maturity securities................................................ 2,014
Available for sale securities.............................................. 46,342
Federal funds sold and securities purchased under
agreements to resell ................................................ 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income $129,281
Less: Allowance for loan and lease losses 2,796
Less: Allocated transfer risk reserve ......... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ............................................. 126,485
Trading Assets .......................................................... 58,015
Premises and fixed assets (including capitalized
leases)............................................................ 3,001
Other real estate owned
........................................................ 260
Investments in unconsolidated subsidiaries and
associated companies............................................... 255
Customers' liability to this bank on acceptances
outstanding ....................................................... 1,245
Intangible assets ...................................................... 1,492
Other assets ........................................................... 16,408
-------------
TOTAL ASSETS ........................................................... $302,162
LIABILITIES
Deposits
In domestic offices .............................................. $99,347
Noninterest-bearing .................................$41,566
Interest-bearing .....................................57,781
--------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's .......................................... 80,602 Noninterest-bearing
.........................................$ 4,109
Interest-bearing ................................... 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase .................................................. 37,760
Demand notes issued to the U.S. Treasury ............................. 1,000
Trading liabilities .................................................. 42,941
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ................... 4,162 With a remaining
maturity of more than one year
through three years....................................... 213
With a remaining maturity of more than three years.............. 106
Bank's liability on acceptances executed and outstanding 1,245
Subordinated notes and debentures ..................................... 5,408
Other liabilities ..................................................... 11,796
TOTAL LIABILITIES ..................................................... 284,580
----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock .......................................................... 1,211
Surplus (exclude all surplus related to preferred stock).............. 10,441
Undivided profits and capital reserves ................................ 5,916
Net unrealized holding gains (losses)
on available-for-sale securities ...................................... (2)
Cumulative foreign currency translation adjustments ................... 16
TOTAL EQUITY CAPITAL .................................................. 17,582
----------
TOTAL LIABILITIES AND EQUITY CAPITAL .................................. $302,162
==========
I, Joseph L. Sclafani, E.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 )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )