SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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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)
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
Connecticut 06-1304336
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 Asylum Street, Goodwin Square, Hartford, Connecticut 06103
(Address of principal executive offices) (Zip Code)
Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)
FIRST PREFERRED CAPITAL TRUST II
(Exact name of obligor as specified in its charter)
DELAWARE 43-6852878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 NORTH MERAMEC
ST. LOUIS, MISSOURI 63105
(Address of principal executive offices) (Zip Code)
% PREFERRED SECURITIES
(Title of indenture securities)
GENERAL
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY
AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of the Currency
Treasury Department of the United States
Washington, D.C.
Board of Governors of the Federal Reserve System
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D. C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
Trustee is authorized to exercise corporate
trust powers.
ITEM 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 or of
its parent, State Street Boston Corporation.
(See note on page 2.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE
AS NOW IN EFFECT.
A copy of the Articles of Association of the
trustee as now in effect incorporated herein by
reference to Exhibit T-1.1 filed with Form T-1
Statement, Registration No. 33-40617.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE
TO COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF
ASSOCIATION.
A copy of the Certificate of the Comptroller of
the Currency.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED
IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.
A copy of the Certification of Fiduciary Powers
(included in Exhibit 2).
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR
INSTRUMENTS CORRESPONDING THERETO.
A copy of the existing by-laws of the trustee
incorporated herein by reference to Exhibit T-1.1
filed with Form T-1 Statement, Registration
No. 33-40617.
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5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE
OBLIGOR IS IN DEFAULT.
Not applicable.
6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES
REQUIRED BY SECTION 321(b) OF THE ACT.
The consent of the trustee required by Section
321(b) of the Act is annexed hereto as Exhibit 6
and made a part hereof.
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.
A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and
made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which
relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information
furnished to it by the obligor and the underwriters, and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
The answer furnished to Item 2. of this statement will be amended,
if necessary, to reflect any facts which differ from those stated and
which would have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, State Street Bank and Trust Company of
Connecticut, National Association, a national banking association
organized and existing under the laws of the United States, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and
The Commonwealth of Massachusetts, on the 24TH OF AUGUST, 2000.
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION
By: /s/ Paul D. Allen
---------------------------------
Paul D. Allen, Vice President
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EXHIBIT 1 AND 2
(COMPTROLLER OF THE CURRENCY ADMINISTRATOR OF NATIONAL BANKS--
LETTERHEAD)
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324,
et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering,
regulation and supervision of all National Banking Associations.
2. "State Street Bank and Trust Company of Connecticut, National
Association", Hartford, Connecticut, (Charter No. 22272), is a National
Banking Association formed under the laws of the United States and is
authorized thereunder to transact the business of banking and exercise
Fiduciary Powers on the date of this Certificate.
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name and
caused my seal of office to be
affixed to these presents at the
Treasury Department, in the City
of Washington and District of
Columbia, this 1st day of
April, 1998.
/s/ Eugene A. Ludwig
--------------------------------
Comptroller of the Currency
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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the proposed
issuance by FIRST PREFERRED CAPITAL TRUST II of its % PREFERRED
SECURITIES, we hereby consent that reports of examination by Federal,
State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request
therefor.
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION
By: /s/ Paul D. Allen
------------------------------
Paul D. Allen, Vice President
Dated: August 24, 2000
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EXHIBIT 7
Legal Title of Bank: State Street Bank and Trust Company of CT, N.A. Call Date: March 31, 2000
Address: Goodwin Square, 225 Asylum Street, Floor 29
City, State Zip Hartford, CT 06103
FDIC Certifcate No.: 33132
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
Thousands of
Dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. . . . . . . . . . . . . . . . . 10,736
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Securities:
Held-to-maturity balances . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . 90
Federal funds sold and securities purchased under agreements to resell. . . . 0
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . . . . . . . 0
LESS: Allowance for loan and lease losses . . . . . . . . . . . . 0
LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . . . . . 0
Trading assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases). . . . . . . . . . . . . . . . . 168
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . 0
Customers' liability to this bank on acceptances outstanding. . . . . . . . . . . . . . . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,427
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,198
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,619
Losses deferred pursuant to 12 U.S.C 1823(j). . . . . . . . . . . . . . . . . . . . . . . 0
Total assets and losses deferred pursuant to 12 U.S.C. 1823(j). . . . . . . . . . . . . . 14,619
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Legal Title of Bank: State Street Bank and Trust Company of CT, N.A. Call Date: March 31, 2000
Address: Goodwin Square, 225 Asylum Street, Floor 29
City, State Zip Hartford, CT 06103
FDIC Certifcate No.: 33132
Schedule RC - Continued
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Noninterest-bearing . . . . . . . . 0
Interest-bearing. . . . . . . . . . 0
In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . 0
Noninterest-bearing . . . . . . . . 0
Interest-bearing. . . . . . . . . . 0
Federal funds purchased and securities sold under agreements to repurchase. . . . . . . . 0
Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . . . . . . . . . . . . . 0
Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
with a remaining maturity of one year or less . . . . . . . . . . . . . . . . . . . 0
with a remaining maturity of more than one year through three years . . . . . . . . 0
with a remaining maturity of more than three years. . . . . . . . . . . . . . . . . 0
Bank's liability on acceptances executed and outstanding. . . . . . . . . . . . . . . . . 0
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,835
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,835
EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . 0
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500
Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . . . . . . . . 3,784
Net unrealized holding gains (losses) on available-for-sale securities. . . . . . . . . . 0
Accumulated net gains (losses) on cash flow hedges. . . . . . . . . . . . . . . . . . . . 0
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . 0
Total equity capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,784
Total liabilities, equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,619
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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.
Bryan Calder
Geraldine Walsh
Chris A. Hayes
I, Chris A. Hayes, Senior Vice President, Director and Chairperson of
the Board, of the above named bank do hereby declare that the Report of
Condition is true and correct to the best of my knowledge and belief.
Chris A. Hayes
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