Exhibit 25a 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 CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________ _________________ 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.) 1 Wall Street, New York, New York 10286 (Address of principal executive offices) (Zip code) _________________ ATLANTIC CAPITAL II (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.) 800 King Street P.O. Box 231 Wilmington, Delaware 19899 (Address of principal executive offices) (Zip code) _________________ ATLANTIC CAPITAL II __% CUMULATIVE TRUST PREFERRED CAPITAL SECURITIES* (Title of the indenture securities) - ------------------ *Specific title to be determined in connection with sale of Atlantic Capital II __% Cumulative Trust Preferred Capital 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. 10005 (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. - ------------------------ /*/ 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 3/rd/ day of September, 1998. THE BANK OF NEW YORK By: LUCILLE FIRRINCIELI ------------------------- Lucille Firrincieli Vice President -2- 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 March 31, 1998, 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 - ------ -------------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................... $ 6,397,993 Interest-bearing balances.................. 1,138,362 Securities: Held-to-maturity securities................ 1,062,074 Available-for-sale securities.............. 4,167,240 Federal funds sold and Securities purchased under agreements to resell..... 391,650 Loans and lease financing receivables: Loans and leases, net of unearned income................................... 36,538,242 LESS: Allowance for loan and lease losses............................. 631,725 LESS: Allocated transfer risk reserve.................................. 0 Loans and leases, net of unearned income, allowance, and reserve........... 35,906,517 Assets held in trading accounts.............. 2,145,149 Premises and fixed assets (including capitalized leases)........................ 663,928 Other real estate owned...................... 10,895 Investments in unconsolidated subsid- iaries and associated companies............ 237,991 Customers' liability to this bank on acceptances outstanding.................... 992,747 Intangible assets............................ 1,072,517 Other assets................................. 1,643,173 ----------- Total assets................................. $55,830,236 =========== EXHIBIT 7 (Page 2 of 3) LIABILITIES - ----------- Deposits: In domestic offices............................ $24,849,054 Noninterest-bearing............................ 10,011,442 Interest-bearing............................... 14,837,632 In foreign offices, Edge and Agreement subsidiaries, and IBFs............... 15,319,002 Noninterest-bearing............................ 707,820 Interest-bearing............................... 14,611,182 Federal funds purchased and Securities sold under agreements to repurchase............ 1,906,066 Demand notes issued to the U.S. Treasury....................................... 215,985 Trading liabilities.............................. 1,591,288 Other borrowed money: With remaining maturity of one year or less.... 1,991,119 With remaining maturity of more than one year through three years................. 0 With remaining maturity of more than three years.................................. 25,574 Bank's liability on acceptances executed and outstanding....................... 998,145 Subordinated notes and debentures................ 1,314,000 Other liabilities................................ 2,421,281 ----------- Total liabilities................................ 50,631,514 ----------- EQUITY CAPITAL - -------------- Common stock..................................... 1,135,284 Surplus.......................................... 731,319 Undivided profits and capital reserves....................................... 3,328,050 Net unrealized holding gains (losses) on available-for-sale securities............... 40,198 Cumulative foreign currency translation adjustments........................ (36,129) ----------- Total equity capital............................. 5,198,722 ----------- Total liabilities and equity capital............. $55,830,236 =========== 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. Thomas A. Renyi ) Alan R. Griffith ) Directors J. Carter Bacot )