EXHIBIT 25.1
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
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CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)___ ___
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FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)
301 South College Street, Charlotte, North Carolina 28288-0630
(Address of Principal Executive Offices) (Zip Code)
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AMBAC FINANCIAL GROUP, INC.
(Name of Obligor)
DELAWARE 13-3621676
(State of Incorporation) (I.R.S. Employer
Identification No.)
ONE STATE STREET PLAZA NEW YORK, NEW YORK 10004
(Address of Principal Executive Offices) (Zip Code)
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Debt Securities
(Title of Indenture Securities)
GENERAL
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which
it is subject:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities of
the trustee:
Col. A Col. B
------ ------
Title of Class Amount Outstanding
Not applicable
Item 4. Trusteeship under Other Indentures:
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 obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Ambac Financial Group, Inc. 7.08% Debentures due March 31, 2098.
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Securities under the indenture to be qualified are wholly unsecured and
rank equally with the securities listed in (a).
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
If the trustee or any of the directors or executive officers of the trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.
Not Applicable
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
Col. A Col. B Col. C Col. D.
------ ------ ------ -------
Percentage of Voting
securities represented
Amount owned by amount given
Name of Owner Title of Class beneficially in Col. C
Not Applicable
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- ------ ------ ------ -------
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
Not Applicable
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for the obligations in default by
the trustee.
Col. A Col. B Col. C Col. D.
- ------ ------ ------ -------
Whether the Amount owned beneficially Percent of class
securities are or held as collateral represented by
voting or non voting obligations in default by amt given in Col C
Trustee
Not Applicable
Item 9. Securities of the Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee.
Col. A. Col. B. Col. C. Col. D.
------- ------- ------- -------
Amount owned beneficially Percent of class
Name of or held as collateral represented by
issuer and Amount security for obligations amount given in
title of class outstanding in default by Trustee Col. C.
Not applicable
Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
Col. A. Col. B. Col. C. Col. D.
Amount owned beneficially Percent of Voting
Name of or held as collateral securities
issuer and Amount security for obligations represented by amount
title of class outstanding in default by Trustee given in Col. C.
Not Applicable
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.
Col. A. Col. B. Col. C. Col. D.
Amount owned beneficially Percent of class
Name of or held as collateral represented by
issuer and Amount security for obligations amount given in
title of class outstanding in default by Trustee Col. C.
Not Applicable
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
Col. A. Col. B. Col. C.
Nature of indebtedness Amount outstanding Date due
Not Applicable
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
(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 obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable
Item 16. Lists of Exhibits.
1* -Copy of Articles of Association of the Trustee as now in effect.
2 -No certificate of authority of the Trustee to commence business is
furnished since this authority is contained in the Articles of
Association of the Trustee.
3** -Copy of the authorization of the Trustee to exercise corporate trust
powers.
4** -Copy of the existing By-Laws of the Trustee, as now in effect.
5 -Not applicable.
6 -The consent of the Trustee required by Section 321 (b) of the Act.
7 -A copy of the latest report of Condition of the Trustee published
pursuant to the law or the requirements of its supervising or
examining authority.
8 -Not Applicable
9 -Not Applicable_____________________
* Exhibits thus designated has heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing and are incorporated
herein by reference (see Exhibit T-1 Registration Number 333-47985).
** Exhibits thus designated have heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing and are incorporated
herein by reference (see Exhibit T-1 Registration Number 333-49145).
In answering any item in this statement of eligibility and qualification
which relates to matters peculiarly within the knowledge of the obligor or of
its directors or officers, or an underwriter for the obligor, the undersigned,
First Union National Bank, has relied upon information furnished to it by the
obligor or such underwriter.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, First Union National Bank, a national banking association organized and
existing under the laws of the United States, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Morristown, and State of New Jersey, on the 19th
day of March, 2001
First Union National Bank
(Trustee)
(CORPORATE SEAL)
By: /s/ Rick Barnes
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Assistant Vice President
Exhibit T-6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of AMBAC FINANCIAL GROUP,
Inc. 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.
FIRST UNION NATIONAL BANK
By: /s/ Rick Barnes
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Assistant Vice President
Morristown, NJ
March 19, 2001
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, at the close of business on December 31, 2000, published in response to
call made by Comptroller of the Currency, under title 12, United States Code,
Section 161. Charter Number 22693 Comptroller of the Currency.
Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
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Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin........... 10,052,000
Interest-bearing balances.................................... 3,207,000
Securities.................................................... /////////
Hold-to-maturity securities.................................. 1,529,000
Available-for-sale securities................................ 46,184,000
Federal funds sold and securities purchased under agreements //////////
to resell................................................... 6,010,000
Loans and lease financing receivables:
Loan and leases, net of unearned income..................... 131,252,000
LESS: Allowance for loan and lease losses................... 1,706,000
LESS: Allocated transfer risk reserve....................... 0
Loans and leases, net of unearned income, allowance, and
reserve..................................................... 129,546,000
Trading Assets................................................ 16,578,000
Premises and fixed assets (including capitalized leases)...... 2,849,000
Other real estate owned....................................... 91,000
Investment in unconsolidated subsidiaries and associated //////////
companies..................................................... 264,000
Customer's liability to this bank on acceptances outstanding.. 873,000
Intangible assets............................................. 2,791,000
Other assets.................................................. 11,863,000
Total assets.................................................. 231,837,000
LIABILITIES
Deposits:
In domestic offices......................................... 134,399,000
Noninterest-bearing........................................ 21,026,000
Interest-bearing........................................... 113,373,000
In foreign offices, Edge and Agreement subsidiaries,
and IBFs.................................................... 12,567,000
Noninterest-bearing........................................ 48,000
Interest-bearing........................................... 12,519,000
Federal funds purchased and securities sold under agreements
to repurchase 21,452,000
Demand notes issued to the U.S. Treasury...................... 979,000
Trading liabilities........................................... 9,919,000
Other borrowed money:......................................... /////////
With a remaining maturity of one year or less............... 14,559,000
With a remaining maturity of one year through three years. 4,649,000
With a remaining maturity of more than three years 2,928,000
Bank's liability on acceptances executed and outstanding...... 879,000
Subordinated notes and debentures............................. 5,992,000
Other liabilities............................................. 8,310,000
Total liabilities............................................. 216,633,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus................ 161,000
Common Stock................................................. 455,000
Surplus...................................................... 13,306,000
Undivided profits and capital reserves....................... 1,467,000
Net unrealized holding gains (losses) on available-for-sale /////////
securities.................................................. (178,000)
Cumulative foreign currency translation adjustments.......... (7,000)
Total equity capital......................................... 15,204,000
Total liabilities and equity capital......................... 231,837,000