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 Amend. No. 1 to Form S-3 Usbancorp, Inc. 59 336K
2: EX-1 Underwriting Agreement 26 105K
3: EX-4.1 Indenture of Usbancorp, Inc. 92 334K
4: EX-4.2 Certificate of Junior Subordinated Debentures 12 32K
5: EX-4.3 Certificate of Trust of Usbancorp Capital Trust I 2 9K
6: EX-4.4 Declaration of Trust of Usbancorp Capital Trust I 3 17K
7: EX-4.5 Amended and Restated Trust Agreement 73 247K
8: EX-4.6 Form of Capital Security Certificate 4 14K
9: EX-4.7 Form of Guarantee Agreement 20 75K
10: EX-5.1 Opinion and Consent Stevens & Lee, P.C. \ Legality 6 19K
11: EX-5.2 Opinion of Richards, Layton & Finger / Legality 3 17K
12: EX-8 Opinion of Stevens & Lee, P.C., / Income Tax 14 38K
13: EX-12.1 Computation of Earnings / Excluding Interest 1 8K
14: EX-23.1 Consent of Arthur Andersen LLP 1 9K
15: EX-25.1 Form T-1 / Amended - Restated Declaration of Trust 5 23K
16: EX-25.2 Form T-1 / Indenture 5 23K
17: EX-25.3 Form T-1 / Exchange Guarantee 5 23K
EX-25.2 — Form T-1 / Indenture
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EXHIBIT 25.2
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) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
USBANCORP, INC.
(Exact name of obligor as specified in its charter)
Pennsylvania 25-1424278
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Main and Franklin Streets
Johnstown, Pennsylvania 15907
(Address of principal executive offices) (Zip code)
Junior Subordinated Deferrable Interest Debentures
(Title of the indenture securities)
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.
--------------------------------------------------------------------------------
Name Address
--------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
-2-
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing 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 13th day of April, 1998.
THE BANK OF NEW YORK
By: /s/THOMAS B. ZAKRZEWSKI
-------------------------------
Name: THOMAS B. ZAKRZEWSKI
Title: ASSISTANT VICE PRESIDENT
-4-
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1997, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
[Download Table]
Dollar Amounts
ASSETS in Thousands
------------
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin ................................... $ 5,004,638
Interest-bearing balances ........................... 1,271,514
Securities:
Held-to-maturity securities ......................... 1,105,782
Available-for-sale securities ....................... 3,164,271
Federal funds sold and Securities pur-
chased under agreements to resell ................... 5,723,829
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................34,916,196
LESS: Allowance for loan and
lease losses ..............581,177
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve .................... 34,334,590
Assets held in trading accounts ....................... 2,035,284
Premises and fixed assets (including
capitalized leases) ................................. 671,664
Other real estate owned ............................... 13,306
Investments in unconsolidated
subsidiaries and associated
companies ........................................... 210,685
Customers' liability to this bank on
acceptances outstanding ............................. 1,463,446
Intangible assets ..................................... 753,190
Other assets .......................................... 1,784,796
------------
Total assets .......................................... $ 57,536,995
============
LIABILITIES
Deposits:
In domestic offices ................................. $ 27,270,824
Noninterest-bearing ......12,160,977
Interest-bearing .........15,109,847
In foreign offices, Edge and
Agreement subsidiaries, and IBFs .................... 14,687,806
Noninterest-bearing .........657,479
Interest-bearing .........14,030,327
Federal funds purchased and Securities
sold under agreements to repurchase ................. 1,946,099
Demand notes issued to the U.S. .......................
Treasury ............................................ 283,793
Trading liabilities ................................... 1,553,539
Other borrowed money:
With remaining maturity of one year
or less ........................................... 2,245,014
With remaining maturity of more than
one year through three years ...................... 0
With remaining maturity of more than
three years ....................................... 45,664
Bank's liability on acceptances exe-
cuted and outstanding ............................... 1,473,588
Subordinated notes and debentures ..................... 1,018,940
Other liabilities ..................................... 2,193,031
------------
Total liabilities ..................................... 52,718,298
------------
EQUITY CAPITAL
Common stock .......................................... 1,135,284
Surplus ............................................... 731,319
Undivided profits and capital
reserves ............................................ 2,943,008
Net unrealized holding gains
(losses) on available-for-sale
securities .......................................... 25,428
Cumulative foreign currency transla-
tion adjustments .................................... (16,342)
------------
Total equity capital .................................. 4,818,697
------------
Total liabilities and equity
capital ............................................. $ 57,536,995
============
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report
of Condition 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 Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith
Dates Referenced Herein and Documents Incorporated by Reference
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