Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form T-1
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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) [X]
MELLON BANK, N.A.
(Name of Trustee)
25-0659306 U.S.
(I.R.S. Employer Identification No.) (Jurisdiction of incorporation)
One Mellon Bank Center
Pittsburgh, PA 15258-0001
(Address of Principal Executive Office)
Elaine E. Renn
Vice President
MELLON BANK, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258-0001
(412) 234-2472
(Name, Address and Telephone Number of Agent for Service)
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ARMSTRONG WORLD INDUSTRIES, INC.
(Name of Obligor)
PENNSYLVANIA
(State or Other Jurisdiction of Incorporation or Organization)
23-0366390
(I.R.S. Employer Identification No.)
313 WEST LIBERTY STREET, LANCASTER, PA 17603
(Address of Principal Executive Offices)
SUBORDINATED DEBT SECURITIES
(Title of Indenture Securities)
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.
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of Cleveland Cleveland, Ohio
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.
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.
Items 3-15 are not applicable since the Obligor is not in default on securities
issued under Indentures under which the applicant is trustee.
16. List of exhibits. List below all exhibits filed as a part of this
statement of eligibility.
Exhibit 1 - Copy of articles of association of the trustee as now in
effect, filed as Exhibit 1 to trustee's statement of
eligibility and qualification, Registration No. 33-46990,
and incorporated herein by reference.
Exhibit 2 - Copy of certificate of the authority of the trustee to
commence business, copy of certificate of consolidation
with the Union Trust Company of Pittsburgh and copy of
certificate approving merger of Mellon National Bank and
Trust Company into Mellon Bank, N.A. filed as Exhibit
T1A(b) to trustee's statement of eligibility and
qualification, Registration No. 33-13020, and
incorporated herein by reference.
Exhibit 3 - Copy of certificate as to authority of the trustee to
exercise corporate trust powers, filed as Exhibit T1A(c)
to trustee's statement of eligibility and qualification,
Registration No. 33-13020, and incorporated herein by
reference.
Exhibit 4 - Copy of existing by-laws of the trustee, filed as Exhibit
4 to trustee's statement of eligibility and
qualification, Registration No. 33-46990, and
incorporated herein by reference.
Exhibit 5 - Copy of each indenture referred to in Item 4, if the
obligor is in default. Not Applicable.
Exhibit 6 - Consent of the trustee required by Section 321(b) of the
Act, filed as Exhibit T1D to trustee's statement of
eligibility and qualification, Registration No. 33-13020,
and incorporated herein by reference.
Exhibit 7 - Copy of the latest report of condition of the trustee
transmitted electronically pursuant to law or the
requirements of its supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Mellon Bank, N.A., a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the city of Pittsburgh, and Commonwealth of
Pennsylvania, on the 7th day of June, 1996.
MELLON BANK, N.A.
TRUSTEE
By: /s/ Elaine D. Renn
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Elaine D. Renn
Vice President
EXHIBIT 7
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF
MELLON BANK, N.A.
FOR MARCH 31, 1996
In the Commonwealth of Pennsylvania, at the close of business on
March 31, 1996; Transmitted electronically in response to call made by
Comptroller of the Currency, under Title 12, United States Code, Section 161.
Charter No. 6301 Northeastern District
STATEMENT OF RESOURCES AND LIABILITIES
(in thousands)
Assets
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........................................ $ 2,551,023
Interest-bearing balances................................................................. 1,238,899
Securities:
Held-to-maturity securities............................................................... 2,439,004
Available-for-sale securities............................................................. 3,099,006
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........................................................................ 702,797
Securities purchased under agreements to resell........................................... 30,000
Loans and lease financing receivables:
Loans and leases, net of unearned income.................................... $22,883,119
LESS: Allowance for loan and lease losses.................................. 307,557
Loans and leases, net of unearned income, allowance, and reserve.......................... 22,575,562
Assets held in trading accounts............................................................. 267,077
Premises and fixed assets (including capitalized leases).................................... 471,772
Other real estate owned..................................................................... 61,625
Customers' liability to this bank on acceptances outstanding................................ 245,337
Intangible assets........................................................................... 1,092,534
Other assets................................................................................ 1,476,962
Total Assets............................................................. 36,251,598
Liabilities
Deposits:
In domestic offices....................................................................... 22,173,508
Noninterest-bearing...................................................... 6,940,994
Interest-bearing......................................................... 15,232,514
In foreign offices, Edge and Agreement subsidiaries, and IBFs............................. 3,670,489
Noninterest-bearing...................................................... 21,548
Interest-bearing......................................................... 3,648,941
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................................................................... 2,113,635
Securities sold under agreements to repurchase............................................ 1,256,071
Demand notes issued to the U.S. Treasury.................................................... 319,803
Trading liabilities......................................................................... 247,310
Other borrowed money:
With remaining maturity of one year or less............................................... 1,560,260
With remaining maturity of more than one year............................................. 164,882
Mortgage indebtedness and obligations under capitalized leases.............................. 2,898
Bank's liability on acceptances executed and outstanding.................................... 245,337
Subordinated notes and debentures........................................................... 698,251
Other liabilities........................................................................... 802,115
Total Liabilities.................................................... 33,245,559
Equity Capital
Common stock................................................................................ 167,285
Surplus (exclude all surplus related to preferred stock).................................... 831,676
Undivided profits and capital reserves...................................................... 2,028,643
Net unrealized holding gains (losses) on available-for-sale securities...................... (23,949)
Cumulative foreign currency translation adjustments......................................... (6,616)
Total Equity Capital................................................. 2,997,039
Total Liabilities, Limited-Life Preferred Stock, and Equity Capital.. 36,251,598
I, Michael K. Hughey, Senior Vice President and Corporate Controller of the
above-named bank, do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Michael K. Hughey
May 6, 1996
We, the undersigned directors, attest to the correctness of this
Statement of Resources and Liabilities. We 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 and is true and correct.
Frank V. Cahouet
W. Keith Smith
Charles A. Corry