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
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Exact name of Trustee as specified in its charter)
TWO FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-1179 56-0900030
(Address of principal executive office) (Zip Code) (I.R.S. Employer
Identification No.)
PEOPLES TELEPHONE COMPANY, INC.
(Exact name of obligor as specified in its charter)
New York 13-2626435
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
2300 N W 89 Place
Miami, FL 33172
(Address of principal executive offices) (Zip Code)
12.25% SENIOR NOTES DUE JULY 15, 2002
(Title of the indenture securities)
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, 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. (See
Note 2 on Page 5)
3. Voting Securities of the Trustee.
The following information is furnished as to each
class of voting securities of the Trustee:
As of June 30, 1995
_______________________________________________________________________________
Column A Column B
_______________________________________________________________________________
Title of Class Amount Outstanding
_______________________________________________________________________________
Common Stock, par value $3.33-1/3 a share 171,837,122 shares
4. Trusteeships under other indentures.
First Union National Bank of North Carolina is Trustee under
Indenture dated July 15, 1995 between Peoples Telephone
Company, Inc., and First Union National Bank of North
Carolina for the 12.25% Senior Notes due 2002.
5. Interlocking directorates and similar relationships with the obligor
or underwriters.
Neither the Trustee nor any of the directors or executive
officers of the Trustee is a director, officer, partner, employee,
appointee or representative of the obligor or of any underwriter for
the obligor.
(See Note 2 on Page 5)
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6. Voting securities of the Trustee owned by the obligor or its officials.
Voting securities of the Trustee owned by the obligor and its
directors, partners, executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.
(See Notes 1 and 2 on Page 5)
7. Voting securities of the Trustee owned by underwriters or their
officials.
Voting securities of the Trustee owned by any underwriter and
its directors, partners, and executive officers, taken as a group, do
not exceed one percent of the outstanding voting securities of the
Trustee.
(See Note 2 on Page 5)
8. Securities of the obligor owned or held by the Trustee.
The amount of securities of the obligor which the Trustee owns
beneficially or holds as collateral security for obligations in default
does not exceed one percent of the outstanding securities of the
obligor.
(See Note 2 on Page 5)
9. Securities of underwriters owned or held by the Trustee.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of an underwriter
for the obligor.
(See Note 2 on Page 5)
10. Ownership or holdings by the Trustee of voting securities of certain
affiliates or security holders of the obligor.
The Trustee does not own beneficially or hold as collateral
security for obligations in default voting securities of a person, who,
to the knowledge of the Trustee (1) holds 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor.
(See Note 2 on Page 5)
11. Ownership of holders by the Trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of a person who, to
the knowledge of Trustee, owns 50 percent or more of the voting
securities of the obligor. (See Note 2 on Page 5)
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12. Indebtedness of the obligor to the Trustee.
The obligor is not indebted to the Trustee.
13. Defaults by the obligor.
Not applicable.
14. Affiliations with the underwriters.
No underwriter is an affiliate of the Trustee.
15. Foreign trustee.
Not applicable.
16. List of Exhibits.
(1) Articles of Association of the Trustee as now in effect.
Incorporated to Exhibit (1) filed with Form T-1
Statement included in Registration Statement No. 33-45946.
(2) Certificate of Authority of the Trustee to commence business.
Incorporated by reference to Exhibit (2) filed with Form T-1
Statement included in Registration Statement No. 33-45946.
(3) Authorization of the Trustee to exercise corporate trust
powers, if such authorization is not contained in the
documents specified in exhibits (1) and (2) above.
(4) By-Laws of the Trustee. Incorporated by reference to
Exhibit (4) filed with Form T-1 Statement included in
Registration Statement No. 33-45946.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. Included at Page 6 of this
Form T-1 Statement.
(7) Report of condition of Trustee.
(8) Inapplicable.
(9) Inapplicable.
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NOTES
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1. Since the Trustee is a member of First Union Corporation, a bank holding
company, all of the voting securities of the Trustee are held by First Union
Corporation. The securities of First Union Corporation are described in Item 3.
2. 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 Items 2, 5, 6, 7, 8,
9, 10 and 11, the answers to said Items are based on incomplete information.
Items 2, 5, 6, 7, 8, 9, 10 and 11 may, however be considered as correct unless
amended by an amendment to this Form T-1.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national
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 Charlotte, and State of North Carolina on the 26th day of July, 1995.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trustee)
BY: /s/ EDMUND M. WIENER
----------------------
Edmund M. Wiener, Trust Officer
EXHIBIT T-1 (6)
CONSENTS OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939 and in connection
with the proposed issuance by Peoples Telephone Company, Inc. 12.25%
Senior Notes due July 15, 2002, First Union National Bank of North Carolina, 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 OF NORTH CAROLINA
BY: /s/ DANIEL J. OBER
----------------------
Daniel J. Ober, Vice President
Dated: JULY 26, 1995
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