Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 37 217K
Pursuant to a Transaction
2: EX-1.1 Underwriting Agreement 21 105K
3: EX-1.5 Underwriting Agreement 70 219K
4: EX-4.1 Instrument Defining the Rights of Security Holders 10 58K
12: EX-4.10 Instrument Defining the Rights of Security Holders 2 17K
5: EX-4.2 Instrument Defining the Rights of Security Holders 17 64K
6: EX-4.4 Instrument Defining the Rights of Security Holders 82 345K
7: EX-4.5 Instrument Defining the Rights of Security Holders 94 342K
8: EX-4.6 Instrument Defining the Rights of Security Holders 30 96K
9: EX-4.7 Instrument Defining the Rights of Security Holders 35 109K
10: EX-4.8 Instrument Defining the Rights of Security Holders 34 108K
11: EX-4.9 Instrument Defining the Rights of Security Holders 31 111K
13: EX-5.1 Opinion re: Legality 7 28K
14: EX-12.1 Statement re: Computation of Ratios 1 12K
15: EX-23.2 Consent of Experts or Counsel 1 8K
16: EX-23.3 Consent of Experts or Counsel 1 9K
17: EX-25.1 Statement re: Eligibility of Trustee 4 23K
18: EX-25.2 Statement re: Eligibility of Trustee 5 23K
19: EX-25.3 Statement re: Eligibility of Trustee 6 33K
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-1
Statement of Eligibility and Qualification 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)____
_________________________
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(I.R.S. Employer Identification No.)
101 California Street, San Francisco, California
(Address of principal executive offices)
94111
(Zip Code)
__________________
THE WALT DISNEY COMPANY
(Exact name of Obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4545390
(I.R.S. Employer Identification No.)
500 South Buena Vista Street
Burbank, California
(Address of principal executive offices)
91521
(Zip Code)
________________________________
Senior Subordinated Debt Securities
(Title of Indenture securities)
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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES
None
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect (see
Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 333-41329 which is incorporated by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence Business
(see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated
by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-41329,
which is incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated
by reference).
Exhibit 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.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Manhattan Bank and Trust Company, National Association, 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 San
Francisco, and State of California, on the 15th day of April, 1998.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By /s/ Cecil D. Bobey
-----------------------------
Cecil D. Bobey
Assistant Vice President
EXHIBIT 7. Report of Condition of the Trustee.
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CONSOLIDATED REPORT OF CONDITION OF Chase Manhattan Bank and Trust Company, N.A.
--------------------------------------------
(Legal Title)
LOCATED AT 1800 Century Park East, Ste. 400, Los Angeles, CA 94111
------------------------------------------------------------------
(Street) (City) (State) (Zip)
AS OF CLOSE OF BUSINESS ON December 31, 1997
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[Download Table]
ASSETS DOLLAR AMOUNT's IN THOUSANDS
1. Cash and balances due from
a. Noninterest-bearing balances and currency and coin (1,2) 550
b. Interest bearing balances (3) 0
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B, column D) 1,053
3. Federal Funds sold (4) and securities purchased agreements to resell 54,210
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) 23
b. LESS: Allowance for loan and lease losses 0
c. LESS: Allocated transfer risk reserve 0
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c) 23
5. Trading assets 0
6. Premises and fixed assets (including capitalized leases) 180
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 0
9. Customers liability to this bank on acceptances outstanding 0
10. Intangible assets (from Schedule RC-M) 1,737
11. Other assets (from Schedule RC-F) 2,904
12a. TOTAL ASSETS 60,657
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823
(j) (sum of items 12.a and 12.b) 60,657
(1) includes cash items in process of collection and unposted debits.
(2) The amount reported in this item must be greater than or equal to
the sum of Schedule RC-M, items 3.a and 3.b
(3) includes time certificates of deposit not held for trading.
(4) Report "term federal funds sold" in Schedule RC, item 4.a "Loans
and leases, net of unearned income" and in Schedule RC-C, part 1.
LIABILITIES
[Download Table]
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 31,177
(1) Noninterest-bearing 6,718
(2) Interest-bearing 24,459
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased (2) and securities sold under agreements to
repurchase 0
15. a. Demand notes issued to the U.S. Treasury 0
b. Trading liabilities 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less 0
b. With a remaining maturity of more than one year through three years 0
c. With a remaining maturity of more than three years 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and Debentures (3) 0
20. Other liabilities (from Schedule RC-G) 4,975
21. Total liabilities (sum of items 13 through 20) 36,152
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus -0-
24. Common stock-- 600
25. Surplus (exclude all surplus related to preferred stock) 12,590
26. a. Undivided profits and capital reserves 11,315
b. Net unrealized holding gains (losses) on available-for-sale
securities 0
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) 24,505
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total equity capital and losses deferred pursuant to
12 U.S.C. 1823 (j)(sum of items 28.a and 28.b) 24,505
29. Total liabilities, equity capital, and losses deferred pursuant
to 12 U.S.C. 1823 (j) (sum of items 21 and 28.c) 60,657
Dates Referenced Herein and Documents Incorporated by Reference
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