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EXHIBIT 25.1
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) ___
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or organization if not a U.S. national bank)
25-1197336
(I.R.S. Employer Identification No.)
One PNC Plaza
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
F. J. Deramo, Vice President, PNC Bank, National Association
27th Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2602
(412) 762-3666
(Name, address and telephone number of agent for service)
GREYHOUND LINES, INC.
(and its Subsidiaries identified in footnote (1) on the Form S-4 cover)
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
86-0572343
(I.R.S. Employer Identification No.)
15110 N. Dallas Parkway, Suite 600
Dallas, Texas 75248
(Address of principal executive offices - Zip code)
Series B Senior Notes due 2007
(Title of the indenture securities)
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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.
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.
Yes. (See Exhibit T-1-3)
ITEM 2. AFFILIATIONS WITH OBLIGOR (AS USED HEREIN, THE TERM "OBLIGOR" INCLUDES
GREYHOUND LINES, INC. AND, AS GUARANTORS, THE SUBSIDIARIES LISTED IN FOOTNOTE
(1) ON THE COVER PAGE OF THE FORM S-4) TO WHICH THIS FORM IS AN EXHIBIT) AND
UNDERWRITERS.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
ITEM 3 THROUGH ITEM 14.
The obligor currently is not in default under any of its outstanding
securities for which PNC Bank is trustee. Accordingly, responses to
Items 3 through 14 of Form T-1 are not required pursuant to Form T-1
General Instructions B.
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or to
be qualified under the Act.
Not applicable (trustee is not a foreign trustee).
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit T-1-1 - Articles of Association of the
trustee, with all amendments
thereto, as presently in effect,
filed as Exhibit 1 to Trustee's
Statement of Eligibility and
Qualification, Registration No.
33-58107 and incorporated herein by
reference.
Exhibit T-1-2 - Copy of Certificate of the Authority
of the Trustee to Commence Business,
filed as Exhibit 2 to Trustee's
Statement of Eligibility and
Qualification, Registration No.
2-58789 and incorporated herein by
reference.
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Exhibit T-1-3 - Copy of Certificate as to Authority
of the Trustee to Exercise Trust
Powers, filed as Exhibit 3 to
Trustee's Statement of Eligibility
and Qualification, Registration No.
2-58789, and incorporated herein by
reference.
Exhibit T-1-4 - The By-Laws of the trustee.
Exhibit T-1-5 - The consent of the trustee required
by Section 321(b) of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken
from the latest Report of Condition
of the trustee published in response
to call made by Comptroller of the
Currency under Section 5211 U.S.
Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of the obligor, or are affiliates or directors or
executive officers of the obligor, and (b) the voting securities of the trustee
owned beneficially by the obligor and each director and executive officer of
the obligor, are based upon information furnished to the trustee by the obligor
and also, in the case of (b) above, upon an examination of the trustee's
records. While the trustee has no reason to doubt the accuracy of any such
information furnished by the obligor, it cannot accept any responsibility
therefor.
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Signature appears on next page
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, PNC Bank, National Association, a corporation 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
June 18, 1997.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Fred J. Deramo
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Fred J. Deramo
Vice President
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Exhibit T-1-4
PNC BANK, NATIONAL ASSOCIATION
BY-LAWS
(as amended and restated on April 9, 1996)
Article I. Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of the Bank
for the election of Directors and the transaction of all other business that
may properly come before the meeting shall be held at the Pittsburgh National
Building or other convenient place selected by the Directors, on the Tuesday
that next follows the annual meeting of the shareholders of PNC Bank Corp. If
for any reason no such election of Directors is made on that day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when called by the Board of Directors or when called in writing by one or
more shareholders owning in the aggregate not less than ten per centum of the
outstanding shares of stock of the Bank.
Section 3. Notice and Record Date. Notice of shareholders' meetings shall be
given in the manner set forth in Article VIII, Section 5, not less than ten
days nor more than sixty prior to the meeting. The Board of Directors may fix
a date not less than ten nor more than forty days prior to the annual meeting
or any special meeting of the shareholders as the record date for the
determination of shareholders entitled to notice of and to vote at any such
meeting, or any adjournment thereof, and only shareholders of record on the
date so fixed shall be entitled to notice of and to vote at any meeting, or any
adjournment thereof. In no event shall the record date as fixed by the Board
of Directors be prior to the date on which the action is taken fixing such
record date.
Section 4. Quorum, Shareholder Action. A majority of the shares outstanding
represented in person or by proxy shall constitute a quorum. Less than a
quorum may adjourn any meeting from time to time and the meeting may be held as
adjourned without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any duly convened
meeting unless otherwise provided by law. Shareholders may vote in person or
by proxy duly authorized in writing, but no officer or employee of the Bank may
act as proxy.
Section 5. Written Action of Shareholders. Any action which may be taken at a
meeting of the shareholders of the Bank may be taken without a meeting if a
consent in writing setting forth the action so taken, signed by all the
shareholders who would be entitled to vote at a meeting for such purpose, and
such written consent shall be filed with the Secretary of the Bank.
Article II. Directors
Section 1. Board of Directors. The Board of Directors shall have the power to
manage and administer the business and affairs of the Bank. Except as
expressly limited by law, all corporate powers of the Bank shall be vested in
and may be exercised by the Board of Directors.
Section 2. Number. The Board of Directors shall consist of not less than five
nor more than twenty-five individuals, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the Board or by resolution of a majority of the shareholders.
Between annual meetings of shareholders, the Board of Directors, by vote of
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By-Laws PNC Bank, National Association
a majority of the Board, may increase the membership of the Board, within the
maximum above prescribed, by not more than four members and, by like vote,
appoint individuals to fill the vacancies created thereby.
Section 3. Election; Term of Office. The Board of Directors shall be elected
at each annual meeting of the shareholders. Each Director shall hold office
from the time of his election and his qualification to serve as such and until
the election and qualification of his successor or until such Director's
earlier death, resignation, disqualification or removal.
Section 4. Organization Meeting. A meeting of the Board of Directors for the
purpose of organizing the new Board, appointing the officers of the Bank for
the ensuing year and transacting other business shall be held without notice
immediately following the annual election of the Directors or as soon
thereafter as is practicable at such time and place as the Secretary may
designate.
Section 5. Regular Meetings. The regular meetings of the Board of Directors
shall be held, without notice, at such times and places as the Board of
Directors shall by resolution determine.
Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President and shall be called at
the request of any three Directors. Notice of special meetings shall be given
in the manner set forth in Article VIII, Section 5.
Section 7. Quorum; Board Action. A majority of the Directors then in office
shall constitute a quorum for the transaction of business at any meeting.
Unless otherwise provided by law, any action of the Board of Directors may be
taken upon the affirmative vote of a majority of the Directors present at a
duly convened meeting.
Section 8. Vacancies. Any vacancy in the Board of Directors may be filled by
appointment by a majority of the remaining Directors at any regular meeting or
at a special meeting called for that purpose.
Section 9. Participation Other Than By Attendance. To the extent permitted by
law, any Director may participate in any regular or special meeting of the
Board of Directors or of any committee of the Board of Directors by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting are able to hear each other.
Section 10. Written Action of Directors. Any action which may be taken by the
Directors at a duly convened meeting may be taken upon the unanimous written
consent of the Directors.
Section 11. Compensation. Each director, advisory director, and member of an
Advisory Board of a branch office, who is not a salaried officer, shall receive
compensation in such amount and in such manner as the Board of Directors may
from time to time determine.
Section 12. Resignation; Removal. Any Director may resign by submitting his
resignation to the Chief Executive Officer, the Chairman, the President or the
Secretary. Such resignation shall become effective upon its submission or at
any later time specified. Any Director may be removed from office by action of
the shareholders or the Board taken in accordance with applicable law.
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By-Laws PNC Bank, National Association
Section 13. Personal Liability for Monetary Damages.
(a) To the fullest extent permitted by applicable law, each
Director shall be indemnified and held harmless by the Bank for all actions
taken by him or her and for all failures to take action to the fullest extent
permitted by Pennsylvania law against all expense, liability and loss
(including without limitation attorneys' fees, judgments, fines, taxes,
penalties, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him or her. No indemnification pursuant to this Section 13 shall
be made, however, in any case where the act or failure to act giving rise to
the claim for indemnification is determined by a court of competent
jurisdiction to have constituted willful misconduct or recklessness.
(b) This Section 13 shall not apply to any administrative
proceeding or action instituted by a federal bank regulatory agency which
proceeding or action results in a final order assessing civil money penalties
or requiring affirmative action by the Director in the form of making payments
to the Bank.
(c) The provisions of this Section 13 shall be deemed to be a
contract with each Director of the Bank who serves as such at any time while
this Section 13 is in effect and each such Director shall be deemed to be doing
so in reliance on the provisions of this Section 13. Any amendment or repeal
of this Section 13 or adoption of any other provision of the By-Laws or the
Articles of the Association which has the effect of increasing Director
liability shall operate prospectively only and shall not affect any action
taken, or any failure to act, prior to the adoption of such amendment, repeal
or other provision.
Section 14. Corporate Governance Procedures. The Board of Directors and each
committee thereof shall have the authority to adopt or otherwise avail itself
of such corporate governance procedures as may be included from time to time in
the Pennsylvania Business Corporation Law of 1988, provided that any such
procedure complies with, or is not inconsistent with, applicable federal
banking statutes and regulations, and safe and sound banking practices.
Article III. Committees
Section 1. Appointment; Powers. In addition to the Committees described in
this Article III, the Board may appoint one or more standing or temporary
committees consisting of two or more Directors. The Board may invest such
committees with such power and authority, subject to such conditions, as it may
see fit.
Section 2. Executive Committee. The Board may appoint from among its members
an Executive Committee which, to the maximum extent permitted by law or as
otherwise provided herein shall have and exercise in the intervals between the
meetings of the Board of Directors all the powers of the Board of Directors.
All acts done and powers conferred by the Executive Committee from time to time
shall be deemed to be, and may be certified as being, done and conferred under
authority of the Board of Directors. Four directors shall constitute a quorum
regardless of whether the directors present shall have been formally appointed
to the Executive Committee, and the action of a majority of the directors
present at a meeting, unless a majority of such Directors are officers of the
Bank, shall decide any matter or question submitted to the Executive Committee.
Section 3. Examining Committee. The Board shall appoint from among its
members an Examining Committee which shall be composed of not less than three
directors, none of whom shall be officers
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By-Laws PNC Bank, National Association
of the Bank. The Board of Directors shall select a Chairman from the
Committee's membership and the Committee may appoint a Secretary who need not
be a director. The Committee shall meet on call of its Chairman. The duties
and responsibilities of the Committee shall be as required by law and as
assigned from time to time by the Board of Directors.
Section 4. CRA Policy Committee. The Board of Directors shall appoint from
among its members a Community Reinvestment Act Policy Committee which shall
consist of not less than three directors, and such other officers who shall
from time to time be appointed by the Board of Directors. The duties and
responsibilities of the Committee shall be as assigned from time to time by the
Board of Directors.
Section 5. Personnel and Compensation Committee. The Board may appoint from
among its members a Personnel and Compensation Committee. The duties and
responsibilities of the Committee shall be as assigned by the Board of
Directors.
Section 6. Nominating Committee. The Board may appoint from among its members
a Nominating Committee. The duties and responsibilities of the Committee shall
be as assigned by the Board of Directors.
Section 7. Fiduciary Committee. The Board may appoint from among its members
a Fiduciary Committee. The duties and responsibilities of the Committee shall
be as assigned by the Board of Directors.
Section 8. Credit Committee. The Board may appoint from among its members a
Credit Committee. The duties and responsibilities of the Committee shall be as
assigned by the Board of Directors.
Section 9. Asset and Liability Management Committee. The Board may appoint
from among its members an Asset and Liability Management Committee. The duties
and responsibilities of the Committee shall be as assigned by the Board of
Directors.
Section 10. Organization. All committees shall determine their own
organization, procedures and times and places of meeting, unless otherwise
directed by the Board and except as otherwise provided in these By-Laws. A
majority of the Directors appointed to a committee shall constitute a quorum
for the transaction of business at any meeting unless as otherwise provided in
these By-Laws. In the case of committees with an even number of Directors
appointed to the committees, one-half of the Directors shall constitute a
quorum. Unless otherwise prevented by law or by the procedures established by
the committee, any action of a committee may be taken upon the affirmative vote
of a majority or one- half, as the case may be, of the Directors present at a
duly convened meeting or upon the unanimous written consent of all Director
members.
Section 11. Advisory Boards. Any branch office, with the approval of the
Board of Directors or the Chief Executive Officer, may have an Advisory Board
consisting of Directors, officers or members of the public, who may from time
to time be appointed by the Board of Directors or the Chief Executive Officer
or his designee. The Chairman of each Advisory Board shall be designated by
the Board of Directors or the Chief Executive Officer. Each Advisory Board
shall meet at such time or times as shall be determined by the Chairman of such
Advisory Board. Advisory Boards shall be established for informational and
marketing purposes only and shall not have any duties, powers or
responsibilities.
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By-Laws PNC Bank, National Association
Article IV. Officers
Section 1. Officers Generally. The officers of the Bank, in order of
precedence or rank, shall be a Chairman of the Board; one or more Vice
Chairmen, if any; a President; one or more Vice Presidents, of whom one or more
may be designated, in order of precedence or rank, Senior Executive, Executive
or Senior Vice Presidents, and one of whom may be designated as responsible to
direct, manage and supervise all fiduciary activities; a Cashier; a Secretary;
a Controller; an Audit Director; and such other officers and functional officer
titles, as the Board of Directors, the Chairman, the Vice Chairman or the
President may from time to time designate. The Board of Directors shall from
time to time designate from among the Chairman of the Board, the Vice Chairmen
and the President, one of these officers to be the Chief Executive Officer.
Section 2. Elections; Appointment. All officers having the rank of Senior
Vice President or higher, shall be elected by the Board of Directors and shall
hold office during the pleasure of the Board of Directors. All other Vice
Presidents and other officers shall be appointed by the Chairman of the Board,
a Vice Chairman or President or other officer authorized by the Board of
Directors to appoint officers, and such action shall be reported to the Board
of Directors.
Section 3. Chief Executive Officer. The Chief Executive Officer shall have
the general supervision of the policies, business and operations of the Bank;
shall have general executive powers as well as those duties and powers as may
be assigned by the Board of Directors; and shall have all other powers and
duties as are usually incident to the chief executive officer of a national
bank. In the absence of the Chief Executive Officer his powers and duties
shall be performed by such other officer or officers as shall be designated by
the Board of Directors.
Section 4. Chairman. The Chairman of the Board shall have general executive
powers, shall preside at all meetings of the shareholders and shall have such
other powers and duties as may be assigned to him from time to time by the
Board of Directors.
Section 5. Vice Chairman. A Vice Chairman shall have general executive powers
and shall have such duties and powers as shall be assigned from time to time by
the Board of Directors or the Chief Executive Officer.
Section 6. President. The President shall have general executive powers and
shall have such duties and powers as may be assigned to him from time to time
by the Board of Directors.
Section 7. Senior Officers; Vice Presidents. The Senior Executive, Executive,
and Senior Vice Presidents as well as all other Vice Presidents shall have such
duties and powers as may from time to time be assigned to them by the Board of
Directors or by the Chief Executive Officer. Any reference in these By-Laws to
a Vice President shall apply equally to a Senior Executive, Executive, or a
Senior Vice President unless the context otherwise requires.
Section 8. Vice President in Charge of Trusts. The Vice President in Charge
of Trusts, if any, under the direction of the Chief Executive Officer, shall
direct, manage and supervise all fiduciary activities of the Bank and shall be
responsible to the Board of Directors, the Chief Executive Officer and the
Fiduciary Committee for the administration of the Bank's fiduciary powers. He
shall have such other duties and powers as may be assigned to him by the Board
of Directors or the Chief Executive Officer.
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By-Laws PNC Bank, National Association
Section 9. Cashier. Unless otherwise delegated to another officer or officers
by the Board of Directors, the Cashier shall be responsible for all moneys,
funds, securities, fidelity and indemnity bonds and other valuables belonging
to the Bank, exclusive of the assets held by the Bank in a fiduciary capacity;
shall cause to be kept proper records of the transactions of the Bank; and
shall perform such other duties as may be assigned to him by the Board of
Directors or the Chief Executive Officer.
Section 10. Secretary. The Secretary shall attend the meetings of the
shareholders, of the Board of Directors, and of the Executive Committee, if
any, and shall keep minutes thereof in suitable minute books. He shall have
charge of the corporate records, papers, and the corporate seal of the Bank.
He shall have charge of the stock and transfer records of the Bank and shall
keep a record of all shareholders and give notices of all meetings of
shareholders and special meetings of the Board of Directors. He shall perform
such other duties as may be assigned to him by the Board of Directors or the
Chief Executive Officer.
Section 11. Trust Officers. The Officers performing fiduciary functions,
being all officers assigned to the Trust, Trust and Investment Management or
other Fiduciary Department, Division, or other unit of the Bank, shall execute
and perform all actions desirable to carry out the fiduciary functions of the
Bank, and shall perform such other duties as may be assigned by the Board of
Directors, the Chief Executive Officer, or the Vice President in Charge of
Trusts, if any.
Section 12. Controller. The Controller shall be the chief accounting officer
and shall supervise systems and accounting records and shall be responsible for
the preparation of financial reports.
Section 13. Audit Director. The Audit Director shall have charge of auditing
the books, records and accounts of the Bank. He shall report directly to the
Board of Directors or a committee thereof.
Section 14. Assistant Officers. Each Assistant Officer shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the Chief Executive Officer, or
the officer to whom he is assistant, may from time to time assign to him.
Section 15. Tenure of Office. The Chief Executive Officer, the Chairman, and
the President shall each hold office for the year for which the Board was
elected and until the appointment and qualification of his successor or until
his earlier death, resignation, disqualification or removal by the Board of
Directors. All other officers and employees shall hold office at the pleasure
of the appropriate appointing authority.
Section 16. Resignation. An officer may resign at any time by delivering
written notice to the Bank. A resignation is effective when the notice is
given unless the notice specifies a later effective date.
Article V. Fidelity Bonds
Section 1. Fidelity Bonds, for the faithful performance of their duties, shall
be carried on all officers and employees in such form and amounts as the Board
of Directors or Chief Executive Officer may require.
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By-Laws PNC Bank, National Association
Article VI. General Powers of Officers
Section 1. The corporate seal of the Bank may be imprinted or affixed by any
process. The Secretary and any other officers authorized by resolution of the
Board of Directors shall have authority to affix and attest the corporate seal
of the Bank.
Section 2. The authority of officers and employees of this Bank to execute
documents and instruments on its behalf in cases not specifically provided for
in these By-Laws shall be as determined from time to time by the Board of
Directors, or, in the case of employees, by officers in accordance with
authority given them by the Board of Directors.
Section 3. Each of the Chairman of the Board, any Vice Chairman, the
President, any one of the Vice Presidents, the Cashier or the Secretary of this
Bank is hereby authorized to pledge assets of the Bank as security for the
safekeeping and prompt payment of deposits of public funds, or other funds, as
required or permitted by law. Such officers may also pledge assets of the Bank
as may be authorized from time to time by the Board of Directors;
Article VII. Stock Certificates
Section 1. Certificates of stock of the Bank shall be signed by the Chairman
of the Board, or a Vice Chairman, or the President, or a Vice President, and
countersigned by the Cashier or an Assistant Cashier, or by the Secretary or an
Assistant Secretary, and shall be sealed with the seal of the Bank. The seal
may be a facsimile. Where any such certificate is manually countersigned by
two authorized officers, or is manually countersigned by one authorized officer
and manually signed by a Registrar, the signature of the Chairman of the Board,
or a Vice Chairman, or the President, or Vice President upon such certificate
may be a facsimile. In case any such officer who has signed or countersigned,
or whose facsimile signature has been placed upon such certificate shall have
ceased to be an officer before such certificate is issued, it may be issued by
the Bank with the same effect as if such officer were still an officer at the
time of this issue.
Section 2. The shares of stock of the Bank shall be transferable only on its
books upon surrender of the stock certificate for such shares properly
endorsed.
Section 3. Transfers of stock shall not be suspended preparatory to the
declaration of dividends, but dividends shall be paid to the shareholders in
whose name the stock is standing on the records of the Bank at the close of
business on such day subsequent to the date of declaration of the dividend as
the Board of Directors may designate.
Section 4. If a stock certificate shall be lost, stolen, or destroyed, the
shareholder may file with the Bank an affidavit stating the circumstances of
the loss, theft or destruction and may request the issuance of a new
certificate. He shall give to the Bank a bond which shall be in such sum,
contain such terms and provisions and have such surety or sureties as the Board
of Directors may direct. The Bank may thereupon issue a new certificate
replacing the certificate lost, stolen or destroyed.
Article VIII. General
Section 1. Exercise of Authority During Emergencies. The Board of Directors
or the Executive Committee may from time to time adopt resolutions authorizing
certain persons and entities to
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By-Laws PNC Bank, National Association
exercise authority on behalf of this Bank in time of emergency, and in the time
of emergency any such resolutions will be applicable, notwithstanding any
provisions to the contrary contained in these By-Laws.
Section 2. Charitable Contributions. The Board of Directors may authorize
contributions to community funds, or to charitable, philanthropic, or
benevolent instrumentalities conducive to public welfare in such sums as the
Board of Directors may deem expedient and in the interest of the Bank.
Section 3. Fiscal Year. The fiscal year of the Bank shall be the calendar
year.
Section 4. Amendments. These By-Laws may be altered, amended, added to or
repealed by a vote of a majority of the Board of Directors at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors called for that purpose.
Section 5. Notice; Waiver of Notice. Any notice required to be given to any
shareholder or Director may be given either personally or by sending a copy
thereof through the mail, or by telegram, charges prepaid, or by facsimile to
his or her address or telephone number, as the case may be, appearing on the
books of the Bank, or supplied by him or her to the Bank for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. Each
notice shall specify the place, day, and hour of the meeting, and, in the case
of a special meeting, the general nature of the business to be transacted.
Unless otherwise provided by law, whenever any notice is required to be given
to any shareholder or Director under the provisions of these By-Laws or under
the provisions of the Articles of Association, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, will be deemed equivalent to the given of such
notice. Except in the case of a special meeting of shareholders or Directors,
neither the business to be transacted nor the purpose of the meeting need by
specified in the waiver of notice of such meeting. Attendance of a person
either in person or by proxy, when permitted, will constitute a waiver of
notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened.
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EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in
connection with the proposed issuance by Greyhound Lines, Inc. of its Series B
Senior Notes Due 2007, we hereby consent that reports of examination by
Federal, State, Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Fred J. Deramo
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Fred J. Deramo
Vice President
Dated: June 18, 1997
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EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
March 31, 1997
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
Thousands
of Dollars
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ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . $ 2,524,213
Interest-Bearing Balances . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,850
Securities
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . 6,962,689
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 . . . . . . . . . . . . . . . . 866,265
Loans and lease financing receivables:
Loans and leases, net of unearned income $42,866,431
LESS: Allowance for loan and lease losses 897,836
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance and reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,968,595
Trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,675
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . 705,309
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,989
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,748
Customers' liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,352
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,583,204
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,425,139
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Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,291,028
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15
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,169,641
Noninterest-bearing $ 6,552,333
Interest-bearing 27,617,308
In foreign offices, Edge and Agreement subsidiaries,
and IBFs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,270,511
Noninterest-bearing $ 3,437
Interest-bearing 1,267,074
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 . . . . . . . . . . . . . . . 2,094,580
Demand notes issued to U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,399,999
Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,630
Other borrowed money
With original maturity of one year or less . . . . . . . . . . . . . . . . . . 8,356,521
With original maturity of more than one year . . . . . . . . . . . . . . . . . 2,406,745
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . 64,352
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495,684
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,308,684
------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,580,347
EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,919
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,979,150
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . 2,624,332
Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . (111,720)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . 0
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,710,681
------------
Total liabilities and equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,291,028
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