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EXHIBIT 25.1
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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, 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) [ ]
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IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
NEW YORK ▇▇-▇▇▇▇▇▇▇
(STATE OF INCORPORATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ASSISTANT VICE PRESIDENT
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
TRI-STATE OUTDOOR MEDIA GROUP, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
KANSAS ▇▇-▇▇▇▇▇▇▇
(STATE OR JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
11% SENIOR NOTES DUE 2008
(TITLE OF INDENTURE SECURITIES)
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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.
New York State Banking Department
Two ▇▇▇▇▇▇ Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York Second District
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
(▇) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF THE
TRUSTEE:
AS OF JULY 8, 1998
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COL. A. COL. B.
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TITLE OF CLASS AMOUNT OUTSTANDING
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Not Applicable.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE
Not Applicable
(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not Applicable
ITEM 5. INTERLOCKING DIRECTORIES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR 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, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not Applicable
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ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE
OFFICER OF THE OBLIGOR:
COL. A COL. B COL. C COL. D
------ ------ ------ ------
PERCENT OF VOTING
AMOUNT OWNED SECURITIES REPRESENTED BY
NAME OF OWNER TITLE OF CLASS BENEFICIALLY AMOUNT GIVEN IN COL. C
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Not Applicable
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:
COL. A COL. B COL. C COL. D
------ ------ ------ ------
PERCENT OF VOTING
AMOUNT OWNED SECURITIES REPRESENTED BY
NAME OF OWNER TITLE OF CLASS BENEFICIALLY AMOUNT GIVEN IN COL. C
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Not Applicable
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:
COL. A COL. B COL. C COL. D
------ ------ ------ ------
AMOUNT OWNED BENEFICIALLY OR PERCENT OF VOTING
HELD AS COLLATERAL SECURITY FOR SECURITIES REPRESENTED BY
NAME OF OWNER TITLE OF CLASS OBLIGATIONS IN DEFAULT AMOUNT GIVEN IN COL. C
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Not Applicable
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF
WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
COL. A COL. B COL. C COL. D
------ ------ ------ ------
AMOUNT OWNED BENEFICIALLY OR PERCENT OF VOTING
HELD AS COLLATERAL SECURITY FOR SECURITIES REPRESENTED BY
NAME OF OWNER TITLE OF CLASS OBLIGATIONS IN DEFAULT AMOUNT GIVEN IN COL. C
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Not Applicable.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITYHOLDER OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE
(1) OWNS 10 PERCENT OR MORE VOTING SECURITIES OF THE OBLIGOR OR (2) IS AN
AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING
INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
COL. A COL. B COL. C COL. D
------ ------ ------ ------
AMOUNT OWNED BENEFICIALLY OR PERCENT OF VOTING
HELD AS COLLATERAL SECURITY FOR SECURITIES REPRESENTED BY
NAME OF OWNER TITLE OF CLASS OBLIGATIONS IN DEFAULT AMOUNT GIVEN IN COL. C
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Not Applicable
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ITEM 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.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS
50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH ANY OF WHICH ARE SO
OWNED OR HELD BY THE TRUSTEE:
COL. A COL. B COL. C
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NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
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Not Applicable
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE TRUSTEE,
FURNISH THE FOLLOWING INFORMATION:
COL. A COL. B COL. C COL. D
------ ------ ------ ------
AMOUNT OWNED BENEFICIALLY
OR HELD AS COLLATERAL PERCENT OF VOTING
SECURITY FOR OBLIGATIONS IN SECURITIES REPRESENTED BY
NAME OF OWNER TITLE OF CLASS DEFAULT AMOUNT GIVEN IN COL. C
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Not Applicable
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.
Not Applicable
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR
MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE,
STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR
SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE
NATURE OF ANY SUCH DEFAULT.
Not Applicable
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not Applicable
ITEM 15. FOREIGN TRUSTEES.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED
TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE
ACT.
Not Applicable
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ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
*1. A COPY OF THE CHARTER OF IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY AS AMENDED
TO DATE. (SEE EXHIBIT 1A TO FORM T-1, SECURITIES AND EXCHANGE
COMMISSION FILE NO. 22-18460).
*2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS (INCLUDED IN EXHIBIT 1 ABOVE).
*3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE, AS AMENDED TO DATE (SEE
EXHIBIT 4 TO FORM T-1, SECURITIES AND EXCHANGE COMMISSION FILE NO.
22-19146).
*4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, AS AMENDED TO DATE (SEE
EXHIBIT 4 TO FORM T-1, SECURITIES AND EXCHANGE COMMISSION FILE NO.
22-19146).
5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4, IF THE OBLIGOR IS IN
DEFAULT. NOT APPLICABLE.
6. THE CONSENT OF THE UNITED STATES INSTITUTIONAL TRUSTEE REQUIRED BY
SECTION 321(b) OF THE ACT.
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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* The Exhibits thus designated are incorporated herein by reference as exhibits
hereto. Following the description of such Exhibits is a reference to the copy
of the Exhibit heretofore filed with the Securities and Exchange Commission,
to which there have been no amendments or changes.
NOTE
In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor and its directors or
officers, the trustee has relied upon information furnished to it by the
obligor.
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 Item 2, the answer
to said Item are based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an
amendment to this Form.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2
and 16 of this form to the best knowledge of the trustee as indicated in Item
13, the obligor is not in default under any indenture under which the applicant
is trustee.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company, a corporation organized
and existing under the laws of the State of New York, has duly caused this
statement of eligibility & qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and State
of New York, on the 8th day of July, 1998.
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Vice President
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the issue by Tri-State Outdoor Media
Group, Inc. of its 11% Senior Notes due 2008, we hereby consent 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.
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Vice President
Dated: July 8, 1998
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EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF MARCH 31, 1998
DOLLAR AMOUNTS
IN THOUSANDS
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ASSETS
1. Cash and balance due from depository institutions:
a. Noninterest-bearing balances and currency and coin...................... $ 29,353
b. Interest-bearing balances............................................... 15,329
2. Securities:
a. Held-to-maturity securities............................................. $ 186,942
b. Available-for-sale securities........................................... $ 102,403
3. 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 and Securities purchased under agreements to resell....... $ 176,231
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income.................... $1,673,749
b. LESS: Allowance for loan and lease losses................... $ 83,611
c. LESS: Allocated transfer risk reserve....................... $ -0-
d. Loans and leases, net of unearned income, allowance, and reserve........ $1,610,138
5. Trading assets held in trading accounts...................................... $ 584
6. Premises and fixed assets (including capitalized leases)..................... $ 2,575
7. Other real estate owned...................................................... $ 819
8. Investments in unconsolidated subsidiaries and associated companies.......... $ -0-
9. Customers' liability to this bank on acceptances outstanding................. $ 503
10. Intangible assets............................................................ $ -0-
11. Other assets................................................................. $ 61,923
12. TOTAL ASSETS................................................................. $2,186,800
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DOLLAR AMOUNTS
IN THOUSANDS
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LIABILITIES
13. Deposits:
a. In domestic offices..................................................... $ 659,051
(1) Noninterest-bearing......................................... $ 288,134
(2) Interest-bearing............................................ $ 370,917
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs........... $1,141,113
(1) Noninterest-bearing......................................... $ 19,428
(2) Interest-bearing............................................ $1,121,685
14. 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 and Securities sold under agreements to repurchase... $ -0-
15. a. Demand notes issued to the U.S. Treasury................................ $ 5,000
b. Trading Liabilities..................................................... $ 344
16. Other borrowed money:
a. With a remaining maturity of one year or less........................... $ 61,963
b. With a remaining maturity of more than one year......................... $ 1,763
c. With a remaining maturity of more than three years...................... $ 2,242
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding..................... $ 503
19. Subordinated notes and debentures............................................ $ -0-
20. Other liabilities............................................................ $ 70,344
21. TOTAL LIABILITIES............................................................ $1,942,313
22. Limited-life preferred stock and related surplus............................. $ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................ $ -0-
24. Common stock................................................................. $ 29,649
25. Surplus (exclude all surplus related to preferred stock)..................... $ 217,008
26. a. Undivided profits and capital reserves.................................. $ (2,291)
b. Net unrealized gains (losses) on available-for-sale securities.......... $ 121
27. Cumulative foreign currency translation adjustments.......................... $ -0-
28. TOTAL EQUITY CAPITAL......................................................... $ 244,487
29. TOTAL LIABILITIES AND EQUITY CAPITAL......................................... $2,186,800
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REGISTERED OFFICE OF THE ISSUER
Tri-State Outdoor Media Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
AUDITORS OF THE ISSUER
McGladrey & ▇▇▇▇▇▇, LLP
1555 Palm Beach Lakes Boulevard, Suite ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
TRUSTEE
IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
REGISTRAR AND TRANSFER AGENT
IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
LEGAL ADVISOR TO THE COMPANY
As to U.S. law
St. ▇▇▇▇ & ▇▇▇▇▇, L.L.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇