Exhibit 99-25.2
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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) _____
FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)
230 SOUTH TRYON STREET, 9TH FL. 22-1147033
CHARLOTTE, NC 28288-1179 (I.R.S. Employer
(Address of principal executive office) (Zip Code) Identification No.)
Patricia A. Welling (804) 343-6067
800 East Main Street, Richmond, Virginia 23219
Teligent, Inc.
(Exact name of obligor as specified in its charter)
Delaware 54-18665620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8065 Leesburg Pike
Suite 400
Vienna, VA 22182
(Address of principal executive offices) (Zip Code)
Subordinated Debt Securities due
(Title of the indenture securities)
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1. General information.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C. Federal Reserve
Bank of Richmond, Richmond, Virginia. Federal Deposit Insurance
Corporation, Washington, D.C. Securities and Exchange Commission,
Division of Market Regulation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor.
The obligor is not an affiliate of the Trustee.
3. Voting Securities of the Trustee.
Response not required.
(See answer to Item 13)
4. Trusteeships under other indentures.
Teligent, Inc. 11 1/2% Senior Notes dated 11/26/1997 due 12/1/2007
Telegent, Inc. 11 1/2% Senior Discount Notes dated 2/20/98 due
3/1/2008
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
Response not required.
(See answer to Item 13)
6. Voting securities of the Trustee owned by the obligor or its officials.
Response not required.
(See answer to Item 13)
7. Voting securities of the Trustee owned by underwriters or their
officials.
Response not required.
(See answer to Item 13)
8. Securities of the obligor owned or held by the Trustee.
Response not required.
(See answer to Item 13)
9. Securities of underwriters owned or held by the Trustee.
Response not required.
(See answer to Item 13)
10. Ownership or holdings by the Trustee of voting securities of certain
affiliates or security holders of the obligor.
Response not required.
(See answer to Item 13)
11. Ownership or holdings by the Trustee of any securities of a person owning
50 percent or more of the voting securities of the obligor.
Response not required.
(See answer to Item 13)
12. Indebtedness of the obligor to the Trustee.
Response not required.
(See answer to Item 13)
13. Defaults by the obligor.
A. None
B. None
14. Affiliations with the underwriters.
Response not required.
(See answer to Item 13)
15. Foreign trustee.
Trustee is a national banking association organized under the laws
of the United States.
16. List of Exhibits.
(1) *Articles of Incorporation.
(2) Certificate of Authority of the Trustee to conduct business. No
Certificate of Authority of the Trustee to commence business is
furnished since this authority is continued in the Articles of
Association of the Trustee.
(3) *Certificate of Authority of the Trustee to exercise corporate
trust powers.
(4) *By-Laws.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939 as amended. Included at Page 5 of this
Form T-1 Statement.
(7) Report of condition of Trustee
(8) Inapplicable.
(9) Inapplicable.
* Exhibits thus designated have heretofore been filed with the
Securities and Exchange Commission, have not been amended since
filing are incorporated herein by reference (See Exhibit T-1
Registration Number 333- 76965).
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK, a national banking
association 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 Richmond, and in the Commonwealth of Virginia on the 19th day of July,
1999.
FIRST UNION NATIONAL BANK
(Trustee)
BY:/s/ Patricia A. Welling
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Patricia A. Welling, Vice President
EXHIBIT T-1 (6)
CONSENT OF TRUSTEE
Under Section 321(b) of the Trust Indenture Act of 1939 and in
connection with the issuance by Teligent, Inc. Subordinated Debt Securities
due ____, First Union National Bank, as the Trustee herein named, hereby
consents that reports of examinations of said Trustee by Federal, State,
Territorial or District authorities may be furnished by such authorities to
the Securities and Exchange Commission upon requests therefor.
FIRST UNION NATIONAL BANK
BY: /s/ John M. Turner
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John M. Turner, Vice President
Dated: July 19, 1999
Teligent
R E P O R T OF C O N D I T I O N
Consolidating domestic subsidiaries of the
First Union National Bank Charlotte
Name of Bank City
in the state of North Carolina, at the close of business on March 31, 1999,
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 02737 Comptroller of the
Currency Southeastern District
Statement of Resources and Liabilities
ASSETS
Thousands of dollars
1 Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and
coin................................................. 11,400,000
b. Interest-bearing balances.............................. 454,000
2 Securities:
a. Held-to-maturity securities............................ 1,873,000
b. Available-for-sale securities.......................... 38,611,000
3 Federal funds sold and securities purchased under agmts to resell: 3,359,000
4 Loans and lease financing receivables:
a. Loans and leases, net of unearned
income................................. 131,165,000
b. LESS: Allowance for loan and lease
losses................................. 1,812,000
c. LESS: Allocated transfer risk
reserve................................ 0
d. Loans and leases, net of unearned income,
allowance, and reserve................................. 129,353,000
5 Assets held in trading accounts............................ 4,725,000
6 Premises and fixed assets (including capitalized
leases).............................................. 3,218,000
7 Other real estate owned.................................... 126,000
8 Investments in unconsolidated subsidiaries and associated
companies............................................ 321,000
9 Customers' liability to this bank on acceptances
outstanding.......................................... 769,000
10 Intangible assets......................................... 5,285,000
11 Other assets.............................................. 9,176,000
12 Total assets.............................................. 208,670,000
LIABILITIES
13 Deposits:
a. In domestic offices................................... 128,512,000
(1) Noninterest-bearing................. 21,581,000
(2) Interest-bearing.................... 106,931,000
b. In foreign offices, Edge and Agmt subsidiaries,
and IBFs........................................... 9,452,000
(1) Noninterest-bearing............................... 553,000
(2) Interest-bearing.................................. 8,899,000
14 Federal funds purchased and securities sold under agmts
to repurchase: 19,561,000
15 a. Demand notes issued to the U.S Treasury................ 500,000
b. Trading liabilities.................................... 3,585,000
16 Other borrowed money:
a. With a remaining maturity of one year or less......... 12,891,000
b. With a remaining maturity of more than one year
through three years................................ 3,583,000
c. With a remaining maturity of more than three years.... 774,000
17 Not applicable
18 Bank's liability on acceptances executed and
outstanding.......................................... 769,000
19 Subordinated notes and debentures......................... 4,045,000
20 Other liabilities......................................... 7,306,000
21 Total liabilities......................................... 190,978,000
22 Not applicable
EQUITY CAPITAL
23 Perpetual preferred stock and related surplus............. 161,000
24 Common stock.............................................. 455,000
25 Surplus................................................... 13,291,000
26 a. Undivided profits and capital reserves................ 3,768,000
b. Net unrealized holding gains (losses) on available- 22,000
for-sale securities.................................
27 Cumulative foreign currency translation
adjustments.......................................... (5,000)
28 Total equity capital...................................... 17,692,000
29 Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21 and 28)............ 208,670,000
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 conformancewith the
instructions and is true and correct.
Directors I, Gary R. Sessions
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John R. Georgious Name
Marion A. Cowell, Jr Vice President
Edward E. Crutchfield --------------
Title
of the above-named bank do
hereby declare that this
Report of Condition is true
and correct to the best of
my knowledge and belief.