Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Amendment No. 2 to Registration Statement 8 71K
2: EX-1.1 Underwriting Agreement (Common Stock) 28 166K
3: EX-1.2 Underwriting Agreement (Senior Debentures Due 23 138K
2008)
4: EX-1.3 Underwriting Agreement __% Senior Notes Due 2008 22 139K
5: EX-4.5 Indenture 140 601K
6: EX-5.1 Opinion of Paul, Weiss, Rifkind, Wharton & 4 13K
Garrison
7: EX-5.2 Opinion of Paul, Weiss, Rifkind, Wharton & 4 15K
Garrison
8: EX-12.1 Statement Regarding Computation of Ratios 1 8K
9: EX-23.1 Consent of Arthur Andersen LLP 1 7K
10: EX-25 Form T-1 7 27K
EXHIBIT 25
Conformed Copy
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 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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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
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-1792
(Name, address and telephone number of agent for service)
FINLAY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3492802
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
529 Fifth Avenue
New York, New York 10175
(212) 808-2800 (Zip Code)
(Address of principal executive
offices)
Senior Debentures due 2008
(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.
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
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 commence 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 (December 31, 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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, 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 8th day
of April, 1998.
MARINE MIDLAND BANK
By: /s/ Frank J. Godino
----------------------
Frank J. Godino
Vice President
Exhibit T1A (vii)
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, 2000
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Please refer to page i, Table of Contents, for the required disclosure of
estimated burden. /1/
Consolidated Reports of Condition and Income for A Bank With Domestic and
Foreign Offices--CFFIEC 031
Report at the close of business December 31, 1997
(971231)
------------
(RCRI 9999)
This report is required by law; 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161 (National
banks).
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consoli-dated foreign subsidiaries, or
International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
--------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and believe.
/s/ Gerald A. Ronning
------------------------
Signature of Officer Authorized to Sign Report
1/26/98
-------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and 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 issued by the appropriate
Federal regulatory authority and is true and correct.
/s/ Malcolm Burnett
---------------------------
Director (Trustee)
/s/ Bernard J. Kennedy
---------------------------
Director (Trustee)
/s/ Sal H. Alfiero
---------------------------
Director (Trustee)
Submission of Reports
Each Bank must prepare its Reports of Condition and Income either:
(a) in automated form and then file the computer data file directly with
the banking agencies collection agent, Electronic Data System Corporation
(EDS), by modem or computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert
the paper report to automated for. That party (if other than EDS) must
transmit the bank's computer data file to EDS
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy f the completed report that the bank places in its files.
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FDIC Certificate Number 0 0 5 8 9
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(RCRI 9030)
REPORT OF CONDITION
Consolidating 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 ........................... 2,571,410
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....................407,355
LESS: Allocated transfer risk reserve 0
Loans and lease, 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 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
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
With a remaining maturity of more than
three years......................... 61,707
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
EQUITY CAPITAL
Perpetual preferred stock and related
surplus.........................................0
Common Stock....................................... 205,000
Surplus........................................ 1,984,326
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 |
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This ‘S-3/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 3/31/00 | | 5 |
Filed on: | | 4/20/98 | | | | | | | S-3MEF |
| | 12/31/97 | | 3 | | 6 |
| | 1/20/94 | | 3 |
| | 12/31/93 | | 3 |
| List all Filings |
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