1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
------------------------
IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-5375195
(State of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
ONE STATE STREET, NEW YORK, NEW YORK 10004
(Address of principal executive offices) (Zip code)
STEPHEN GIURLANDO, ASSISTANT VICE PRESIDENT
IBJ SCHRODER BANK & TRUST COMPANY
ONE STATE STREET
NEW YORK, NEW YORK 10004
(212) 858-2000
(Name, Address and Telephone Number of Agent for Service)
REGAL CINEMAS, INC.
(Exact name of obligor as specified in its charter)
TENNESSEE 62-1412720
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7132 COMMERCIAL PARK DRIVE
KNOXVILLE, TN 37918
(Address of principal executive office) (Zip code)
8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010
(Title of Indenture Securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
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 OBLIGORS.
If the obligors are an affiliate of the trustee, describe each such
affiliation.
The obligors are not an affiliate of the trustee.
ITEM 13. DEFAULTS BY THE OBLIGORS.
(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
(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
1
3
List of exhibits.
List below all exhibits filed as part of this statement of eligibility.
*1. -- A copy of the Charter of IBJ Schroder Bank & Trust
Company as amended to date. (See Exhibit 1A to Form T-1,
Securities and Exchange Commission File No. 22-18460).
*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 4 to Form T-1, Securities and
Exchange Commission File No. 22-19146).
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.
NOTE
In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligors and its directors or
officers, the trustee has relied upon information furnished to it by the
obligors.
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 obligors are not in default under any indenture under which the
applicant is trustee.
2
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, IBJ Schroder Bank & Trust Company, 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 16th day
of December, 1998.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ STEPHEN J. GIURLANDO
------------------------------------------
Stephen J. Giurlando
Assistant Vice President
3
5
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 issue by Regal Cinemas, Inc., of
it's 8 7/8% Senior Subordinated Debentures due 2010, 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 SCHRODER BANK & TRUST COMPANY
By: /s/ STEPHEN J. GIURLANDO
------------------------------------------
Stephen J. Giurlando
Assistant Vice President
Dated: December 16, 1998
4
6
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 SEPTEMBER 30, 1998
ASSETS
DOLLAR AMOUNTS
IN THOUSANDS
--------------
1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin..... $ 42,702
b. Interest-bearing balances............................... $ 13,444
2. Securities:
a. Held-to-maturity securities............................. $ 191,921
b. Available-for-sale securities........................... $ 118,931
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................................................... $ 79,838
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income................ $1,938,005
b. LESS: Allowance for loan and lease losses............... $ 63,361
c. LESS: Allocated transfer risk reserve................... $ -0-
d. Loans and leases, net of unearned income, allowance, and
reserve..................................................... $1,874,644
5. Trading assets held in trading accounts..................... $ 462
6. Premises and fixed assets (including capitalized leases).... $ 1,922
7. Other real estate owned..................................... $ 819
8. Investments in unconsolidated subsidiaries and associated
companies................................................... $ -0-
9. Customers' liability to this bank on acceptances
outstanding................................................. $ 371
10. Intangible assets........................................... $ 11,167
11. Other assets................................................ $ 68,097
12. TOTAL ASSETS................................................ $2,404,318
LIABILITIES
13. Deposits:
a. In domestic offices..................................... $ 682,904
(1) Noninterest-bearing..................................... $ 135,253
(2) Interest-bearing........................................ $ 547,651
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs.................................................... $1,154,887
(1) Noninterest-bearing..................................... $ 17,024
(2) Interest-bearing........................................ $1,137,863
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............................................... $ 91,000
15. a. Demand notes issued to the U.S. Treasury................ $ 12,693
b. Trading Liabilities..................................... $ 239
16. Other borrowed money:
a. With a remaining maturity of one year or less........... $ 31,002
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.... $ 371
19. Subordinated notes and debentures........................... $ 100,000
20. Other liabilities........................................... $ 76,658
21. TOTAL LIABILITIES........................................... $2,152,679
22. Limited-life preferred stock and related surplus............ $ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............... $ -0-
24. Common stock................................................ $ 29,649
25. Surplus (exclude all surplus related to preferred stock).... $ 217,008
26. a. Undivided profits and capital reserves.................. $ 4,112
b. Net unrealized gains (losses) on available-for-sale
securities.................................................. $ 870
27. Cumulative foreign currency translation adjustments......... $ -0-
28. TOTAL EQUITY CAPITAL........................................ $ 251,639
29. TOTAL LIABILITIES AND EQUITY CAPITAL........................ $2,404,318
5