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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) [ ]
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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PROTECTION ONE, INC.
(Exact name of obligor as specified in its charter)
Delaware 92-1063818
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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PROTECTION ONE ALARM MONITORING, INC.
(Exact name of obligor as specified in its charter)
Delaware 93-1064579
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6011 Bristol Parkway
Culver City, California 90230
(Address of principal executive offices) (Zip code)
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7-3/8% Senior Notes due 2005
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York,
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, New York 10005
(b) 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.
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 17 C.F.R.
229.10(d).
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.
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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 11th day of , 1998.
THE BANK OF NEW YORK
By: /s/THOMAS C. KNIGHT
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Name: THOMAS C. KNIGHT
Title: ASSISTANT VICE PRESIDENT
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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 June 30, 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.
ASSETS Dollar Amounts
in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency
and coin......................................... $ 7,301,241
Interest-bearing balances.......................... 1,385,944
Securities:
Held-to-maturity securities........................ 1,000,737
Available-for-sale securities...................... 4,240,655
Federal funds sold and Securities purchased
under agreements to resell....................... 971,453
Loans and lease financing receivables:
Loans and leases, net of unearned
income............... 38,788.269
LESS: Allowance for loan and
lease losses............632,875
LESS: Allocated transfer risk
reserve...................0
Loans and leases, net of unearned income, 38,155,394
allowance, and reserve...........................
Assets held in trading accounts....................... 1,307,562
Premises and fixed assets (including
capitalized leases).............................. 670,445
Other real estate owned............................... 13,598
Investments in unconsolidated subsidiaries
and associated companies......................... 215,024
Customers' liability to this bank on
acceptances outstanding.......................... 974,237
Intangible assets..................................... 1,102,625
Other assets.......................................... 1,944,777
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Total assets.......................................... $ 59,283,692
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LIABILITIES
Deposits:
In domestic offices................................ $ 26,930,258
Noninterest-bearing......................11,579.390
Interest-bearing.........................15,350,868
In foreign offices, Edge and Agreement 16,117,854
subsidiaries, and IBFs...........................
Noninterest-bearing.........................187,464
Interest-bearing.........................15,930,390
Federal funds purchased and Securities sold
under agreements to repurchase................... 2,170,238
Demand notes issued to the U.S.Treasury............... 300,000
Trading liabilities................................... 1,310,867
Other borrowed money:
With remaining maturity of one year or
less............................................. 2,549,479
With remaining maturity of more than one
year through three years......................... 0
With remaining maturity of more than
three years...................................... 46,654
Bank's liability on acceptances executed and
outstanding........................................ 983,398
Subordinated notes and debentures..................... 1,314,000
Other liabilities..................................... 2,295,520
Total liabilities..................................... 54,018,268
EQUITY CAPITAL
Common stock.......................................... 1,135,284
Surplus............................................... 731,319
Undivided profits and capital reserves................ 3,385,227
Net unrealized holding gains (losses) on 51,233
available-for-sale securities......................
Cumulative foreign currency translation
adjustments...................................... ( 37,639)
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Total equity capital.................................. 5,265,424
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Total liabilities and equity capital.................. $ 59,283,692
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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.
J. Carter Bacot Directors
Thomas A. Renyi
Alan R. Griffith
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