Amnex Inc – ‘S-3’ on 2/24/98 – EX-25.1

As of:  Tuesday, 2/24/98   ·   Accession #:  889812-98-499   ·   File #:  333-46815

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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                                44    299K 
 2: EX-12.1     Ratio of Earnings to Fixed Charges                     1      7K 
 3: EX-23.1     Consent of Independent Auditors                        1      6K 
 4: EX-25.1     Form T-1                                               9     29K 

EX-25.1   —   Form T-1
Exhibit Table of Contents

EX-25.1
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                                                                EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

FORM T-1
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)

----------

 Marine Midland Bank
 (Exact name of trustee as specified in its charter)

New York                                    16-1057879  
    (Jurisdiction of incorporation              (I.R.S. Employer
       or organization if not a U.S.               Identification No.)
national bank)                                          

140 Broadway, New York, N.Y.                10005-1180  
(212) 658-1000                              (Zip Code)  
(Address of principal executive offices)                

Charles E. Bauer
Vice President
140 Broadway
 New York, New York 10005-1180
 Tel: (212) 658-1792
 (Name, address and telephone number of agent for service)

 AMNEX, Inc.
 (Exact name of obligor as specified in its charter)

 New York                                       11-2790221
    (State or other jurisdiction                (I.R.S. Employer
       of incorporation or organization)           Identification No.)

6 Nevada Drive                                          
Lake Success, New York                      11042       
(516) 326-2540                              (Zip Code)  

8 1/2% of Convertible Notes Due 2002
 (Title of Indenture Securities)

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 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.                                            

State of New York Banking Department.                   

Federal Deposit Insurance Corporation, 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                                  

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Item 16. List of Exhibits.                                                      

Exhibit                                                                         
-------                                                                         

T1A(i)          *     -     Copy of the Organization Certificate of Marine      
Midland Bank.           

T1A(ii)         *     -     Certificate of the State of New York Banking        
                    Department dated December 31, 1993 as to the
                    authority of Marine Midland Bank to commerce
business.               

T1A(iii)              -     Not applicable.                                     

T1A(iv)         *     -     Copy of the existing By-Laws of Marine Midland Bank 
       as adopted on January 20, 1994.

T1A(v)                -     Not applicable.                                     

T1A(vi)         *     -     Consent of Marine Midland bank required by          
                          Section 321(b) of the Trust Indenture Act of 1939.

T1A(vii)              -     Copy of the latest report of condition of the       
                           trustee (September 30, 1997), published pursuant to
                    law or the requirement of its supervisory or
examining authority.    

T1A(viii)             -     Not applicable.                                     

T1A(ix)               -     Not applicable.                                     

     *   Exhibits previously filed with the Securities and Exchange Commission
       with Registration No. 33-53693 and incorporated herein by reference
thereto.                                                    

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 SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1930, the Trustee,   
Marine Midland Bank, a banking corporation and trust company organized under the
laws of the State of New York, has duly caused this statement of eligibility 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 19th day of February, 1998.   

             MARINE MIDLAND BANK

                  By:  /s/ Frank J. Godino
                       -------------------------
                         Frank J. Godino
                        Vice President

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                                                                Exhibit T1A(vii)

                                                        [Enlarge/Download Table]
                                                                                                              

                                                         Board of Governors of the Federal Reserve System     
                                                         OMB Number: 7100-0036                                

                                                         Federal Deposit Insurance Corporation                
                                                         OMB Number: 3064-0052                                

                                                         Office of the Comptroller of the Currency            
                                                         OMB Number: 1557-0081                                

Federal Financial institutions Examination Council       Expires March 31, 1999                               
                                                                                                    / /       
This financial information has not been reviewed, or     Please refer to page i,                              
confirmed for accuracy or relevance, by the Federal      Table of contents, for                               
Reserve System.                                          the required disclose                                
                                                         of estimated burden.                                 
-------------------------------------------------------  --------------------------------------------------   
Consolidated Reports of Condition and Income for                                                              
A Bank With Domestic and Foreign Offices -- FFIEC 031                                                         
                                                         (971231)                                             
                                                         --------                                             
         Report at the close of business September       (RERI 9999)                                          
30, 1997                                                                                                      

                                                         This report form is to be filed by banks with        
                                                         branches and consolidated subsidiaries in U.S.       
This report is required by law; 12 U.S.C. (Section)      territories and possessions, edge or Agreement       
324 (State member banks); 12 U.S.C. (Section) 1817       subsidiaries, foreign branches, consolidated         
(State nonmembers banks); and 12 U.S.C. (Section)        foreign subsidiaries, or International Banking       
161 (National banks).                                    Facilities.                                          
-------------------------------------------------------  ---------------------------------------------------- 

Note:  The Reports of Condition and Income must be       The Reports of Condition and Income are to be        
signed by an authorized officer and the Report of        prepared in accordance with Federal regulatory       
Condition must be attested to by not less than two       authority instructions.  Note: These instructions    
directors (trustees) for State nonmember banks and       may in some cases differ from generally accepted     
three directors for State member and National Banks.     accounting principles.                               

I, Gerald A. Ronning, Executive VP & Controller of       We, the undersigned directors (trustees), attest to  
the named bank do hereby declare that these Reports      the correctness of this Report of Condition          
of Condition and Income (including the supporting        (including the supporting schedules) and declare     
schedules) have been prepared in conformance with        that it has been examined by us and to the best of   
the instructions issued by the appropriate Federal       our knowledge and belief has been prepared in        
regulatory authority and are true to the best of my      conformance with the instructions issued by the      
knowledge and believe.                                   appropriate Federal regulatory authority and is      
                                                         true and correct.                                    

/s/ Gerald A. Ronning                                     /s/ Malcolm Burnett                                 
-----------------------------------------------------     ----------------------------------------------------

Signature of Officer Authorized to Sign Report            Director (Trustee)                                  
                      1/26/98                            /s/ Sal H. Alfiero                                   
-----------------------------------------------------     ----------------------------------------------------
Date of Signature                                         Director (Trustee)                                  
                                                          /s/ Bernard J. Kennedy                              
                                                          ----------------------------------------------------
                                                          Director (Trustee)                                  

For Banks Submitting Hard Copy Report Forms:                                                                  


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                                                        [Enlarge/Download Table]
                                                                                                       
State Member Bank: Return the original and one       National Banks: return the original only in the   
copy to the appropriate Federal Reserve District     special return address envelope provided. If      
Bank.                                                express mail is used in lieu of the special return
                                                     address envelope, return the original only to the 
State Nonmember Banks:  Return the original only in  FDIC, c/o Quality Data Systems, 2127 Espey Court, 
the special return address envelope provided. If     Suite 204, Crofton, MD 21114.                     
express mail is used in lieu of the special return                                                     
address envelope, return the original only to the                                                      
FDIC, c/o Quality Data Systems, 2127 Espey Court,                                                      
Suite 204, Crofton, MD 21114.                                                                          

FDIC Certificate Number            0 0  5  8 9                                  
  - -- -- - --
 (RCRI 9030)

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NOTICE                                                                          

This form is intended to assist institutions with state publication             
requirements. It has not been approved by any state banking authorities. Refer  
to your appropriate state banking authorities for your state publication        
requirements.                                                                   

REPORT OF CONDITION                                                             

Consolidated domestic and foreign subsidiaries of the                           

Marine Midland Bank         of Buffalo                                          
Name of Bank                City                                                
in the state of New York, at the close of business December 31, 1997            

ASSETS                                                                          

Thousands of dollars          
Cash and balances due from depository institutions:                             

Noninterest-bearing balances                                            
currency and coin.............                 $   928,754              
Interest-bearing balances.....                   2,751,415              
Held-to-maturity securities...                           0              
Available-for-sale securities.                   3,968,837              

Federal funds sold and                                                  
securities purchased under                                              
agreements to resell..........                     497,992              

Loans and lease financing receivables:                                          
Loans and leases net of                                                 
unearned income...............                  21,550,115              
LESS:  Allowance for loan and                                           
lease losses..................                     407,335              
LESS:  Allocated transfer                                               
risk reserve..................                           0              

Loans and lese, net of                                                  
unearned income, allowance,                                             
and reserve                                     21,142,760              
Trading assets................                     979,454              
Premises and fixed assets                                               
(including capitalized leases)                     225,646              

Other real estate owned...........                       8,092                  
Investments in unconsolidated                                                   
subsidiaries and in associated                                                  
companies.........................                           0                  
Customers' liability to this bank                                               
on acceptances outstanding........                      24,795                  
Intangible assets.................                     479,713                  
Other assets......................                     488,168                  
Total assets......................                  31,315,621                  

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LIABILITIES                                                                     
Deposits:                                                                       
In domestic offices...........                  20,072,724              
Noninterest-bearing...........                   4,090,858              
Interest-bearing                                15,981,866              

In foreign offices, Edge, and                                                   
Agreement subsidiaries, and IBFs..                   3,834,827                  
Noninterest-bearing...........                           0              
Interest-bearing                                 3,834,827              

Federal funds purchased and                                                     
securities sold under agreements                                                
to repurchase.....................                   2,007,482                  
Demand notes issued to the U.S.                                                 
Treasury..........................                     192,186                  
Trading Liabilities...............                     215,748                  

Other borrowed money:                                                           
With a remaining maturity of                                            
one year or less..............                   1,402,449              
With a remaining maturity of                                            
more than one year through                                              
three years...................                      63,601              
Bank's liability on                                                     
acceptances executed and                                                
outstanding...................                      24,795              
Subordinated notes and                                                  
debentures....................                     497,774              
Other liabilities.............                     719,423              
Total liabilities.............                  29,092,716              

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EQUITY CAPITAL                                                                  

Perpetual preferred stock and                                                   
related surplus...................                           0                  
Common Stock......................                     205,000                  
Surplus...........................                   1,983,923                  
Undivided profits and capital                                                   
reserves..........................                       8,678                  
Net unrealized holding gains                                                    
(losses) on available-for-sale                                                  
securities........................                      24,901                  
Cumulative foreign currency                                                     
translation adjustments...........                           0                  
Total equity capital                                 2,222,905                  
Total liabilities, limited-life                                                 
preferred stock, and equity                                                     
capital...........................                  31,315,621                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		3/31/99		5					10-Q
Filed on:		2/24/98
		12/31/97		7					10-K
		9/30/97		3					10-Q,  NT 10-Q
		1/20/94		3
		12/31/93		3
									List all Filings