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) ________
---------
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
101 CALIFORNIA STREET, FLOOR 38
SAN FRANCISCO, CALIFORNIA 94111
(Address of principal executive offices) (Zip Code)
F. Henry Kleschen III
Assistant General Counsel
227 West Monroe Street, Suite 2600
Chicago, IL 60606
Tel: (312) 267-5064
(Name, address and telephone number of agent for service)
---------
POPULAR NORTH AMERICA, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 66-0476353
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
209 MUNOZ RIVERA AVENUE
SAN JUAN, PUERTO RICO 00918
(Address of principal executive offices) (Zip Code)
JUNIOR SUBORDINATED DEBENTURES
(Title of the indenture securities)
---------
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.
Board of Governors of the Federal Reserve System, Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR
IS NOT IN DEFAULT AS PROVIDED UNDER ITEM 13.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of
eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in
Effect (see Exhibit 1 to Form T-1 filed in
connection with Form 8K of the Southern California
Water Company filing, dated December 7, 2001, which
is incorporated by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No.
333-41329, which is incorporated by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate
Trust Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Form 8K of the
Southern California Water Company filing, dated
December 7, 2001, which is incorporated by
reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321
(b) of the Act.
Exhibit 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.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State
of Illinois, on the 10th day of August, 2004.
J. P. Morgan Trust Company, National
Association
By /s/ L. Gnat
----------------------------------------
L. Gnat
Authorized Officer
3
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
August 10, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between SunTrust Banks,
Inc. and J.P. Morgan Trust Company, National Association, as trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION
By /s/ L. Gnat
----------------------------------------
L. Gnat
Authorized Officer
4
EXHIBIT 7. Report of Condition of the Trustee.
CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company,
National Association
----------------------------------------
(Legal Title)
AS OF CLOSE OF BUSINESS ON December 31, 2003
-----------------------------
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
STATEMENT OF CONDITION
DECEMBER 31, 2003
($000)
--------
ASSETS
Cash and Due From Banks $ 22,115
Securities 141,598
Loans and Leases 106,261
Premises and Fixed Assets 13,111
Intangible Assets 403,878
Goodwill 250,539
Other Assets 50,801
--------
Total Assets $988,303
========
LIABILITIES
Deposits $119,625
Other Liabilities 112,490
--------
Total Liabilities 232,115
EQUITY CAPITAL
Common Stock 600
Surplus 701,587
Retained Earnings 54,001
--------
Total Equity Capital 756,188
--------
Total Liabilities and Equity Capital $988,303
========
5