Exhibit 25.1
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)
13-5160382
(I.R.S. employer identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
___________________
The Bank of New York
10161 Centurion Parkway
Towermarc Plaza, 2nd Floor
Jacksonville, Florida 32256
Attn: Mr. John Speichert
(904) 645-1955
(Name, address and telephone number of agent for service)
____________________
THE FAIRCHILD CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 34-0728587
State or other jurisdiction of (IRS employer
incorporation or organization identification no.)
45025 AVIATION DRIVE SUITE 400
DULLES, VA. 20166
(703) 478-5800
(Address and telephone number of principal executive offices)
____________________
Debt Securities
(Title of the indenture securities)
1. General Information.
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Furnish the following information as to the trustee--
Name and address of each examining or supervising authority to which
it is subject.
Superintendent of Banks of the State of New York
2 Rector Street
New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York
33 Liberty Plaza
New York, N.Y. 10045
Federal Deposit Insurance Corporation
Washington, D.C. 20429
New York Clearing House Association
New York, N.Y.
Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
-------------------------
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 4.)
3-15 Not Applicable
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 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 No. 33-44051.)
(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.
NOTE
Inasmuch as this Form T-1 is 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 Jacksonville and the
State of Florida, on the 7th day of June, 1999.
THE BANK OF NEW YORK
By: /s/ John Speichert
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John Speichert, Agent
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance of The Fairchild Corporation
Debt Securities, The Bank of New York hereby consents 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 BANK OF NEW YORK
By: /s/ John Speichert
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John Speichert, Agent
EXHIBIT 7 TO FORM T-1
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 December 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
in Thousands
ASSETS
- ------
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin....................................... $ 4,508,742
Interest-bearing balances.................................... 4,425,071
Securities:
Held-to-maturity securities.................................. 836,304
Available-for-sale securities................................ 4,047,851
Federal funds sold and securities
purchased under agreements to resell......................... 1,743,269
Loans and lease financing receivables:
Loans and leases,
net of unearned income...................................... 39,349,679
LESS: Allowance for loan and
lease losses................................................ 603,025
LESS: Allocated transfer
risk reserve................................................ 15,906
Loans and leases, net of unearned
income and allowance and reserve............................ 38,730,748
Assets held in trading accounts................................... 1,571,372
Premises and fixed assets (including
capitalized leases).......................................... 685,674
Other real estate owned........................................... 10,331
Investments in unconsolidated
subsidiaries and associated
companies.................................................... 182,449
Customers' liability to this bank
on acceptances outstanding................................... 1,184,822
Intangible assets................................................. 1,129,636
Other assets...................................................... 2,632,309
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Total assets...................................................... $61,688,578
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LIABILITIES
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Deposits:
In domestic offices.......................................... $25,731,036
Noninterest-bearing.......................................... 10,252,589
Interest-bearing............................................. 15,478,447
In foreign offices, Edge and
Agreement subsidiaries, and IBFs............................ 18,756,302
Noninterest-bearing.......................................... 111,386
Interest-bearing............................................. 18,644,916
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...................................... 3,276,362
Demand notes issued to the
U.S. Treasury................................................ 230,671
Trading liabilities............................................... 1,554,493
Other borrowed money:
With remaining maturity of one year
or less..................................................... 1,154,502
With remaining maturity of more
than one year through three years........................... 465
With remaining maturity of more
than three years............................................ 31,080
Bank's liability on acceptances
executed and outstanding.................................... 1,185,364
Subordinated notes and debentures................................. 1,308,000
Other liabilities................................................. 2,743,590
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Total liabilities................................................. 55,971,865
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EQUITY CAPITAL
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Common stock...................................................... 1,135,284
Surplus........................................................... 764,443
Undivided profits and capital
reserves..................................................... 3,807,697
Net unrealized holding gains (losses)
on available-for-sale securities............................. 44,106
Cumulative foreign currency
translation adjustments...................................... (34,817)
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Total equity capital.............................................. 5,716,713
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Total liabilities and equity capital.............................. $61,688,578
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I, Thomas J. Masiro, 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.
Thomas J. Masiro
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 )
Gerald L. Hassell ) Directors
Allen R. Griffith )