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 59 245K
Pursuant to a Transaction
2: EX-1.1 Underwriting Agreement 19 102K
3: EX-4.1 Instrument Defining the Rights of Security Holders 71 335K
4: EX-4.2 Instrument Defining the Rights of Security Holders 77 364K
5: EX-4.3 Instrument Defining the Rights of Security Holders 21 87K
6: EX-4.4 Instrument Defining the Rights of Security Holders 20 83K
7: EX-4.5 Instrument Defining the Rights of Security Holders 16 67K
8: EX-4.6 Instrument Defining the Rights of Security Holders 13 61K
9: EX-5.1 Opinion re: Legality 1 10K
10: EX-12.1 Statement re: Computation of Ratios 1 9K
11: EX-12.2 Statement re: Computation of Ratios 2± 10K
12: EX-23.1 Consent of Experts or Counsel 1 8K
13: EX-23.3 Consent of Experts or Counsel 1 8K
14: EX-25.1 Statement re: Eligibility of Trustee 7 25K
15: EX-27 Financial Data Schedule (Pre-XBRL) 1 8K
Exhibit 25.1
________________________________________________________________________________
________________________________________________________________________________
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) x
----
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
25-1197336
(I.R.S. Employer Identification No.)
One PNC Plaza
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
F. J. Deramo, Vice President, PNC Bank, National Association
27th Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222
(412) 762-3666
(Name, address and telephone number of agent for service)
ALEXANDER & ALEXANDER SERVICES INC.
(Exact name of obligor as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
52-0969822
(I.R.S. Employer Identification No.)
1185 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices - Zip code)
DEBT SECURITIES
(Title of the 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.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes. (See Exhibit T-1-3)
Item 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
Item 3 through Item 14.
PNC Bank, National Association is not presently the trustee for any
outstanding securities of the obligor. Consequently, the obligor currently
is not in default under any of its outstanding securities for which PNC
Bank, National Association is trustee. Accordingly, responses to Items 3
through 14 of Form T-1 are not required pursuant to Form T-1 General
Instructions B.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or to be
qualified under the Act.
Not applicable (trustee is not a foreign trustee).
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of eligibility.
Exhibit T-1-1 - Articles of Association of the trustee, with all
amendments thereto, as presently in effect, filed as
Exhibit 1 to Trustee's Statement of Eligibility and
Qualification, Registration No. 33-58107 and
incorporated herein by reference.
Exhibit T-1-2 - Copy of Certificate of the Authority of the Trustee to
Commence Business, filed as Exhibit 2 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789 and incorporated herein by
reference.
Exhibit T-1-3 - Copy of Certificate as to Authority of the Trustee to
Exercise Trust Powers, filed as Exhibit 3 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789, and incorporated herein by
reference.
Exhibit T-1-4 - The By-Laws of the trustee, as presently in effect,
filed as Exhibit 4 to Trustee's Statement of
Eligibility and Qualification, Registration No. 33-
58107 and incorporated herein by reference.
Exhibit T-1-5 - The consent of the trustee required by Section 321(b)
of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken from the latest
Report of Condition of the trustee published in
response to call made by Comptroller of the Currency
under Section 5211 U.S. Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of the obligor, or are affiliates or directors or
executive officers of the obligor, and (b) the voting securities of the trustee
owned beneficially by the obligor and each director and executive officer of the
obligor, are based upon information furnished to the trustee by the obligor and
also, in the case of (b) above, upon an examination of the trustee's records.
While the trustee has no reason to doubt the accuracy of any such information
furnished by the obligor, it cannot accept any responsibility therefor.
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Signature appears on next page
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee,
PNC Bank, National Association, a corporation organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Pittsburgh, and Commonwealth of Pennsylvania on
_______, 1996.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ F. J. Deramo
___________________________________
F. J. Deramo
Vice President
EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection
with the proposed issuance by SunTrust Banks, Inc. of Debt 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.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ F. J. Deramo
___________________________________
F. J. Deramo
Vice President
Dated: ________, 1996
EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
December 31, 1995
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
Thousands
of Dollars
----------
ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin . . . .
$ 2,019,599
Interest-Bearing Balances . . . . . . . . . . . . . . . . 22,485
Securities
Held-to-maturity securities . . . . . . . . . . . . . . . 0
Available-for-sale securities . . . . . . . . . . . . . . 9,164,163
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 . . . . . . . . . . . . . . . . . . . . 901,850
Securities purchased under agreements to resell . . . . . 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $28,171,241
LESS: Allowance for loan and lease losses 619,314
-----------
Loans and leases, net of unearned income,
allowance and reserve . . . . . . . . . . . . . . . . 27,551,927
Trading assets ......................... . . . . . . . . . . . 18,119
Premises and fixed assets (including capitalized leases) . . . 541,132
Other real estate owned . . . . . . . . . . . . . . . . . . . 53,572
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . . . 25,744
Customers' liability to this bank on acceptances
outstanding 46,283
Intangible assets . . . . . . . . . . . . . . . . . 904,829
Other assets 655,756
-----------
Total Assets $ 41,905,459
===========
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . $24,542,031
Noninterest-bearing $ 6,153,961
Interest-bearing 18,388,070
In foreign offices, Edge and Agreement subsidiaries,
and IBFs . . . . . . . . . . . . . . . . . 951,828
Noninterest-bearing $ 659
Interest-bearing 951,169
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 . . . . . . . . . . . . . . . 2,200,847
Securities sold under agreements to repurchase . . . 1,340,116
Demand notes issued to U.S. Treasury . . . . . . . . . . . . .
500,820
Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . 59
Other borrowed money
With original maturity of one year or less . . . . . . . . 7,012,404
With original maturity of more than one year . . . . . . . 789,299
Mortgage indebtedness and obligations under
capitalized leases . . . . . . . . . . . . . . . . . . . . 4,868
Bank's liability on acceptances executed and outstanding . . . 46,283
Subordinated notes and debentures . . . . . . . . . . . . . . 500,014
Other liabilities 545,612
------------
Total liabilities 38,433,999
EQUITY CAPITAL
Common Stock 30,950
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,527,094
Undivided profits and capital reserves . . . . . . . . . . . .
1,927,929
Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . . . . . . (14,513)
Total equity capital . . . . . . . . . . . . . . . . . . . . .
3,471,460
-----------
Total liabilities and equity capital . . . . . . . . . . . . .
$ 41,905,459
===========
Dates Referenced Herein and Documents Incorporated by Reference
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