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EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
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NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
58-0193243
(I.R.S. employer identification no.)
600 Peachtree Street, N.E.
Suite 900
Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
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John T. Henderson
NationsBank of Georgia, National Association
Area Administration
6000 Feldwood Road
College Park, Georgia 30349
(404) 774-6074
(Name, Address and telephone number of agent for service)
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with a copy to:
NationsBank of Georgia, National Association
Corporate Trust
600 Peachtree Street, Suite 900
Atlanta, GA 30308
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FIRST FINANCIAL MANAGEMENT CORPORATION
(Exact name of obligor as specified in its charter)
Georgia 58-1107864
(State or other jurisdiction (IRS employer
of incorporation or organization) identification no.)
3 Corporate Square, Suite 700
Atlanta, Georgia 30329
(404) 321-0120
(Name, address, including zip code, and telephone number,
including area code, of principal executive office)
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Debt Securities
(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.
The Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
(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.
List below all exhibits filed as a part of this statement of
eligibility.
(1) A copy of the Articles of Association of the trustee as
now in effect. (See Exhibit 1 to Form T-1, Exhibit 25
to Registration No. 33-50233, which is incorporated
herein by reference.)
(2) A copy of the certificate of authority of the trustee
to commence business. (See Exhibit 2 to Form T-1,
Exhibit 25 to Registration No. 33-50233, which is
incorporated herein by reference.)
(3) A copy of the authorization of the trustee to exercise
corporate trust powers. (See Exhibit 3 to Form T-1,
Exhibit 25 to Registration No. 33-50233, which is
incorporated herein by reference.)
(4) A copy of the existing by-laws of the trustee, as
amended to date. (See Exhibit 4 to Form T-1, Exhibit
25 to Registration No. 33-50233, which is incorporated
herein by reference.)
(6) The consent of the trustee required by Section 321(b)
of the Trust Indenture Act of 1939.
(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.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the trustee, NationsBank of Georgia, National Association, a
corporation organized and existing under the laws of the United
States of America, 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 Atlanta and the
State of Georgia, on the 2nd day of November, 1994.
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION
By: /s/ Sandra Carreker
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Sandra Carreker
Vice President
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EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939 in connection with the proposed issuance of
First Financial Management Corporation Debt Securities,
NationsBank of Georgia, National Association hereby consents 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.
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION
By: /s/ Sandra Carreker
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Sandra Carreker
Vice President
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EXHIBIT 7 TO FORM T-1
Comptroller of the Currency
Administrator of National Banks
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
NationsBank of Georgia, N.A. of Atlanta, in the state of Georgia,
at the close of business on September 30, 1994 published in
response to call made by Comptroller of the Currency, under Title
12, United States Code, Section 161. Charter Number 13281,
Comptroller of the Currency, Atlanta District.
Statement of Resources and Liabilities
Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin 1,284,932.
Securities:
Held-to-maturity securities 2,262,168.
Available-for-sale securities 1,979,730.
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 681,581.
Securities purchased under agreements to resell 1,000.
Loans and lease financing receivables:
Loans and leases, net of unearned income 10,368,698.
LESS: Allowance for loan and lease losses 144,800.
Loans and leases, net of unearned income,
allowance, and reserve 10,223,898.
Assets held in trading accounts 17,832.
Premises and fixed assets (including capitalized leases) 188,054.
Other real estate owned 11,810.
Customers' liability to this bank on acceptances outstanding 166,352.
Intangible assets 41,997.
Other assets 175,432.
Total assets 17,034,786.
LIABILITIES
Deposits:
In domestic offices 8,434,032.
Noninterest-bearing 2,722,621.
Interest-bearing 5,711,411.
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 5,922,740.
Securities sold under agreements to repurchase 294,226.
Demand notes issued to the U.S. Treasury 148,359.
Trading Liabilities 6,857.
Other borrowed money:
With original maturity of one year or less 268,337.
With original maturity of more than one year 524.
Bank's liability on acceptances executed and outstanding 166,352.
Other liabilities 771,599.
Total liabilities 16,013,026.
EQUITY CAPITAL
Surplus 232,803.
Undivided profits and capital reserves 714,854.
Less: Net unrealized loss on marketable equity securities (23,644)
Total equity capital 1,021,760.
Total liabilities, limited-life preferred stock, and equity
capital 17,034,786.
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is
true and correct.
Hugh M. Chapman L.L.
Directors
Gellerstedt, III
Harold A. Dawson