Exhibit 25
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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
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
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IBJ WHITEHALL BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-6022258
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
LUIS PEREZ, ASSISTANT VICE PRESIDENT
IBJ WHITEHALL BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
LEVEL 3 COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3555 Farnam Street
Omaha, Nebraska 68131
(Address of principal executive offices) (Zip code)
$833,815,000 Aggregate Principal Amount at Maturity of
10 1/2% Senior Discount Notes Due 2008
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(Title of indenture 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.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York
Second District,
33 Liberty Street
New York, New York
(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.
The obligor is not an affiliate of the trustee.
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
2
(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 obligors are
outstanding, or is trustee for more than one outstanding series
of securities under the indenture, state whether there has been a
default under any such indenture or series, identify the
indenture or series affected, and explain the nature of any such
default.
None
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Whitehall Bank & Trust Company as
amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No 22-18460 and Exhibit 25.1 to Form
T-1, Securities and Exchange Commission File No. 333-46849).
*2. A copy of the Certificate of Authority of the trustee to Commence
Business (Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to exercise corporate
trust powers, as amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the trustee, as amended to date
(See Exhibit 25.1 to Form T-1, Securities and Exchange Commission
File No. 333-46849).
5. Not Applicable
6. The consent of United States institutional trustee required by
Section 321(b) of the Act.
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.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a reference
to the copy of the Exhibit heretofore filed with the Securities and
Exchange Commission, to which there have been no amendments or changes.
3
NOTE
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In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor and its directors or
officers, the trustee has relied upon information furnished to it by the
obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers 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.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2
and 16 of this form since to the best knowledge of the trustee as indicated
in Item 13, the obligor is not in default under any indenture under which
the applicant is trustee.
4
SIGNATURE
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Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, IBJ Whitehall Bank & Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility & qualification 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 29th day of March, 1999.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ Luis Perez
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Luis Perez
Assistant Vice President
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the issuance by Level 3 Communications,
Inc., of $833,815,000 aggregate principal amount at maturity of 10 1/2% Senior
Discount Notes Due 2008, 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.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ Luis Perez
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Luis Perez
Assistant Vice President
Dated: March 29, 1999
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries
Report as of December 31, 1998
Dollar Amounts
ASSETS in Thousands
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1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin............................ $ 26,852
b. Interest-bearing balances...................................................... $ 17,489
2. Securities:
a. Held-to-maturity securities.................................................... $ -0-
b. Available-for-sale securities.................................................. $ 207,069
3. 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 IBFs
Federal Funds sold and Securities purchased under agreements to resell............. $ 80,389
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income........................... $2,033,599
b. LESS: Allowance for loan and lease losses.......................... $ 62,853
c. LESS: Allocated transfer risk reserve.............................. $ -0-
d. Loans and leases, net of unearned income, allowance, and reserve............... $1,970,746
5. Trading assets held in trading accounts............................................ $ 848
6. Premises and fixed assets (including capitalized leases)........................... $ 1,583
7. Other real estate owned............................................................ $ -0-
8. Investments in unconsolidated subsidiaries and associated companies................ $ -0-
9. Customers' liability to this bank on acceptances outstanding....................... $ 340
10. Intangible assets.................................................................. $ 11,840
11. Other assets....................................................................... $ 66,691
12. TOTAL ASSETS....................................................................... $2,383,847
LIABILITIES
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13. Deposits:
a. In domestic offices............................................................ $ 804,562
(1) Noninterest-bearing............................................... $ 168,822
(2) Interest.......................................................... $ 635,740
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs.................. $ 885,076
(1) Noninterest-bearing........................................................... $ 16,554
(2) Interest-bearing ............................................................. $ 868,522
14. 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 IBFs:
Federal Funds purchased and Securities sold under agreements to repurchase......... $ 225,000
15. a. Demand notes issued to the U.S. Treasury........................................ $ 674
b. Trading Liabilities............................................................. $ 560
16. Other borrowed money:
a. With a remaining maturity of one year or less................................... $ 38,002
b. With a remaining maturity of more than one year................................. $ 1,375
c. With a remaining maturity of more than three years.............................. $ 1,550
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding........................... $ 340
19. Subordinated notes and debentures.................................................. $ 100,000
20. Other liabilities.................................................................. $ 74,502
21. TOTAL LIABILITIES.................................................................. $2,131,641
22. Limited-life preferred stock and related surplus................................... $ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...................................... $ -0-
24. Common stock....................................................................... $ 28,958
25. Surplus (exclude all surplus related to preferred stock)........................... $ 210,319
26. a. Undivided profits and capital reserves.......................................... $ 11,655
b. Net unrealized gains (losses) on available-for-sale securities.................. $ 1,274
27. Cumulative foreign currency translation adjustments................................ $ -0-
28. TOTAL EQUITY CAPITAL............................................................... $ 252,206
29. TOTAL LIABILITIES AND EQUITY CAPITAL............................................... $2,383,847