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EXHIBIT 25(a)
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) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(I.R.S. Employer
(State of Incorporation) Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Daniel G. Donovan, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2908
(Name, address and telephone number for agent for service)
UNION TANK CAR COMPANY
(Name of Obligor)
Delaware 36-3104688
(I.R.S. Employer
(State of Incorporation) Identification No.)
225 West Washington Street
Chicago, Illinois 60606
(Address of principal executive offices)
Pass Through Certificates
(Title of 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.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of Governors
of the Federal Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee as now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in
effect and includes the authority of the Trustee to commence business
and to exercise corporate trust powers was filed in connection with
the Registration Statement of Louisville Gas and Electric Company,
File No. 2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of C-Cube Microsystems, Inc., File No.
33-97166, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its supervising or
examining authority.
(included as Exhibit B on page 3 of this statement)
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 7th day of January, 1997.
HARRIS TRUST AND SAVINGS BANK
By: /s/ D. G. Donovan
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D. G. Donovan
Assistant Vice President
EXHIBIT A
The consents of the Trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ D. G. Donovan
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D.G. Donovan
Assistant Vice President
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EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of September 30, 1996, as published in accordance
with a call made by the State Banking Authority and by the Federal Reserve Bank
of the Seventh Reserve District.
[LOGO] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on September 30, 1996, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner
of Banks and Trust Companies of the State of Illinois and by the Federal
Reserve Bank of this District.
Bank's Transit Number 71000288
THOUSANDS
ASSETS OF DOLLARS
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin.......................... $1,751,494
Interest bearing balances.................................................... $839,856
Securities:..........................................................................
a. Held-to-maturity securities $0
b. Available-for-sale securities $3,137,919
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 IBF's:
Federal funds sold........................................................... $478,625
Securities purchased under agreements to
resell.............................. $0
Loans and lease financing receivables:
Loans and leases, net of unearned income..................................... $7,897,067
LESS: Allowance for loan and lease
losses........................................... $ 108,949
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Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)......................................................... $7,788,118
Assets held in trading accounts...................................................... $74,302
Premises and fixed assets (including capitalized leases)............................. $172,267
Other real estate owned.............................................................. $142
Investments in unconsolidated subsidiaries and associated companies.................. $60
Customer's liability to this bank on acceptances outstanding......................... $100,950
Intangible assets.................................................................... $299,478
Other assets......................................................................... $563,022
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TOTAL ASSETS $15,206,233
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LIABILITIES
Deposits:
In domestic offices............................................................... $ 8,013,146
Non-interest bearing.......................................................... $3,248,897
Interest bearing.............................................................. $4,764,249
In foreign offices, Edge and Agreement subsidiaries, and IBF's.................... $ 2,055,520
Non-interest bearing.......................................................... $ 32,775
Interest bearing.............................................................. $2,022,745
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 IBF's:
Federal funds purchased........................................................... $ 886,457
Securities sold under agreements to repurchase.................................... $ 1,841,475
Trading Liabilities $ 40,157
Other borrowed money:.................................................................
a. With remaining maturity of one year or less $ 606,331
b. With remaining maturity of more than one year $ 9,434
Bank's liability on acceptances executed and outstanding $ 100,950
Subordinated notes and debentures..................................................... $ 310,000
Other liabilities..................................................................... $ 186,408
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TOTAL LIABILITIES $14,049,878
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EQUITY CAPITAL
Common stock.......................................................................... $ 100,000
Surplus............................................................................... $ 600,295
a. Undivided profits and capital reserves............................................ $ 486,054
b. Net unrealized holding gains (losses) on available-for-sale securities $ (29,994)
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TOTAL EQUITY CAPITAL $ 1,156,355
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Total liabilities, limited-life preferred stock, and equity capital................... $15,206,233
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I, Steve Neudecker, Vice President 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.
STEVE NEUDECKER
10/30/96
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 the Commissioner of Banks and Trust Companies of the State of Illinois and
is true and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
MARIBETH S. RAHE
Directors.
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