Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 1 to Form S-4 HTML 3.23M
2: EX-5.1 Ex-5.1: Opinion of Gibson, Dunn & Crutcher LLP 5 22K
3: EX-23.2 Ex-23.2: Consent of Kpmg LLP 1 8K
4: EX-24.2 Ex-24.2: Power of Attorney HTML 10K
5: EX-25.1 Ex-25.1: Statement of Eligibility of Trustee 8 22K
6: EX-25.2 Ex-25.2: Statement of Eligibility of Trustee 8 22K
7: EX-25.3 Ex-25.3: Statement of Eligibility of Trustee 8 22K
8: EX-25.4 Ex-25.4: Statement of Eligibility of Trustee 1 9K
9: EX-25.5 Ex-25.5: Statement of Eligibility of Trustee 8 21K
10: EX-25.6 Ex-25.6: Statement of Eligibility of Trustee 8 23K
11: EX-25.7 Ex-25.7: Statement of Eligibility of Trustee 8 22K
12: EX-99.1 Ex-99.1: Form of Cover Letter HTML 26K
13: EX-99.2 Ex-99.2: Form of Broker Letter HTML 18K
14: EX-99.3 Ex-99.3: Form of Letter of Transmittal HTML 76K
15: EX-99.4 Ex-99.4: Form of Notice of Guaranteed Delivery HTML 30K
EX-25.7 — Ex-25.7: Statement of Eligibility of Trustee
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Exhibit 25.7
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) |__|
---------------------------
BNY MIDWEST TRUST COMPANY
(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)
Illinois 36-3800435
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602
(Address of principal executive offices) (Zip code)
---------------------------
Charter Communications Holdings, LLC
(Exact name of obligor as specified in its charter)
Delaware 43-1843179
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12405 POWERSCOURT DRIVE 63131
ST. LOUIS, MISSOURI (Zip code)
(Address of principal executive offices)
---------------------------
CCH I, LLC
(Exact name of obligor as specified in its charter)
Delaware 13-4257699
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12405 POWERSCOURT DRIVE 63131
ST. LOUIS, MISSOURI (Zip code)
(Address of principal executive offices)
---------------------------
CCH I Capital Corp.
(Exact name of obligor as specified in its charter)
Delaware 13-4257701
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12405 POWERSCOURT DRIVE 63131
ST. LOUIS, MISSOURI (Zip code)
(Address of principal executive offices)
---------------------------
11.00% Senior Notes due 2015
(Title of the indenture securities)
-2-
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.
[Download Table]
Name Address
---- -------
Office of Banks & Trust Companies of 500 E. Monroe Street
the State of Illinois Springfield, Illinois 62701-1532
Federal Reserve Bank of Chicago 230 S. LaSalle Street
Chicago, Illinois 60603
(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 Articles of Incorporation of BNY Midwest Trust Company
(formerly CTC Illinois Trust Company, formerly Continental Trust
Company) as now in effect. (Exhibit 1 to Form T-1 filed with the
Registration Statement No. 333-47688.)
2,3. A copy of the Certificate of Authority of the Trustee as now in
effect, which contains the authority to commence business and a
grant of powers to exercise corporate trust powers. (Exhibit 2 to
Form T-1 filed with the Registration Statement No. 333-47688.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with the Registration Statement No. 333-47688.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with the Registration Statement No.
333-47688.)
-3-
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.
-4-
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 27th day of January, 2006.
BNY Midwest Trust Company
By: /s/ R. Ellwanger
--------------------------------------
Name: R. Ellwanger
Title: Assistant Vice President
-5-
DEPARTMENT OF FINANCIAL AND PROFESSIONAL REGULATION
DIVISION OF BANKS AND REAL ESTATE
CONSOLIDATED REPORT OF CONDITION
OF
BNY MIDWEST TRUST COMPANY
2 NORTH LASALLE STREET
SUITE 1020
CHICAGO, ILLINOIS 60602
Including the institution's domestic and foreign subsidiaries completed as of
the close of business on September 30, 2005, submitted in response to the call
of the Illinois Department of Financial and Professional Regulation.
[Enlarge/Download Table]
ASSETS THOUSANDS OF DOLLARS
------ --------------------
(000)
ARTICLE 1. Cash and Due from Depository Institution............. 58,351
ARTICLE 2. U.S. Treasury Securities............................. - 0 -
ARTICLE 3. Obligations of States and Political Subdivisions..... - 0 -
ARTICLE 4. Other Bonds, Notes and Debentures.................... - 0 -
ARTICLE 5. Corporate Stock...................................... - 0 -
ARTICLE 6. Trust Company Premises, Furniture, Fixtures
and Other Assets Representing Trust Company
Premises............................................. 554
ARTICLE 7. Accounts Receivable.................................. 2,853
ARTICLE 8. Goodwill............................................. 86,816
ARTICLE 9. Intangibles ......................................... -0-
ARTICLE 10. Other Assets ........................................ 1,287
(Itemize amounts greater than 15% of Line 10)
Income Taxes Receivable.........1,177
ARTICLE 11. TOTAL ASSETS......................................... 149,861
-6-
DEPARTMENT OF FINANCIAL AND PROFESSIONAL REGULATION
DIVISION OF BANKS AND REAL ESTATE
CONSOLIDATED REPORT OF CONDITION
OF
BNY MIDWEST TRUST COMPANY
2 NORTH LASALLE STREET
SUITE 1020
CHICAGO, ILLINOIS 60602
[Enlarge/Download Table]
LIABILITIES THOUSANDS OF DOLLARS
----------- --------------------
ARTICLE 12 Accounts Payable..................................... 37
ARTICLE 13 Taxes Payable........................................ 0
ARTICLE 14 Other Liabilities for Borrowed Money................. 25,425
ARTICLE 15 Other Liabilities....................................
(Itemize amounts greater than 15% of Line 14)
Reserve for Taxes.........15,859
16,533
ARTICLE 16 TOTAL LIABILITIES 41,995
[Download Table]
EQUITY CAPITAL
--------------
ARTICLE 17 Preferred Stock...................................... - 0 -
ARTICLE 18 Common Stock......................................... 2,000
ARTICLE 19 Surplus.............................................. 67,130
ARTICLE 20 Reserve for Operating Expenses....................... - 0 -
ARTICLE 21 Retained Earnings (Loss)............................. 38,736
ARTICLE 22 TOTAL EQUITY CAPITAL................................. 107,866
ARTICLE 23 TOTAL LIABILITIES AND EQUITY CAPITAL................. 146,861
-7-
I, Robert L. DePaola, Vice President
(Name and Title of Officer Authorized to Sign Report)
of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand that
submission of false information with the intention to deceive the Commissioner
or his Administrative officers is a felony.
/s/ Robert L. DePaola
-------------------------------------------------
(Signature of Officer Authorized to Sign Report)
-8-
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed as of: | | 2/6/06 |
| Filed on: | | 2/3/06 |
| | 9/30/05 | | 6 | | | | | 10-Q |
| List all Filings |
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