EX-25.(B) 11 a2146663zex-25_b.htm EXHIBIT 25.(B)
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Exhibit 25(b)



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)        


CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S. employer identification no.)


399 Park Avenue, New York, New York
(Address of principal executive office)

 

10043
(Zip Code)

PITNEY BOWES INC.
(Exact name of obligor as specified in its charter)


Delaware
State or other jurisdiction of incorporation or organization)

 

06-0495050
I.R.S. employer identification no.)

1 Elmcroft Road
Stamford, CT

(Address of principal executive offices)

 


06926-0700

(Zip Code)

Subordinated 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.

 

 

Name
Comptroller of the Currency

 

Address
Washington, D.C.

 

 

Federal Reserve Bank of New York
33 Liberty Street
New York, NY

 

New York, NY

 

 

Federal Deposit Insurance Corporation 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.

 

 

List below all exhibits filed as a part of this Statement of Eligibility.

 

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

 

 

Exhibit 1—Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

 

 

Exhibit 2—Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

 

 

Exhibit 3—Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

 

 

Exhibit 4—Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)

 

 

Exhibit 5—Not applicable.

 

 

Exhibit 6—The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)

 

 

Exhibit 7—Copy of the latest Report of Condition of Citibank, N.A. (as of June 30, 2004—attached)

 

 

Exhibit 8—Not applicable.

 

 

Exhibit 9—Not applicable.

 

 

 

 

 


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America,

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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 November, 2004.

    CITIBANK, N.A.

 

 

By

/s/  
P. De Felice      
Vice President

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Charter No. 1461
Comptroller of the Currency
Northeastern District


REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF

Citibank, N.A. of New York in the State of New York, at the close of business on June 30, 2004, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

 
  Thousands of dollars
 
ASSETS        
Cash and balances due from depository institutions:        
Noninterest-bearing balances and currency and coin   $ 16,044,000  
Interest-bearing balances     23,432,000  
Held-to-maturity securities     47,000  
Available-for-sale securities     103,279,000  
Federal funds sold in domestic Offices     267,000  
Federal funds sold and securities purchased under agreements to resell     12,356,000  
Loans and leases held for sale     6,397,000  
Loans and lease financing receivables:        
  Loans and Leases, net of unearned income     359,136,000  
LESS: Allowance for loan and lease losses     8,966,000  
Loans and leases, net of unearned income, allowance, and reserve     350,170,000  
Trading assets     79,265,000  
Premises and fixed assets (including capitalized leases)     4,074,000  
Other real estate owned     69,000  
Investments in unconsolidated subsidiaries and associated companies     415,000  
Customers' liability to this bank on acceptances outstanding     1,507,000  
Intangible assets: Goodwill     8,787,000  
Intangible assets: Other intangible assets     9,682,000  
Other assets     32,452,000  
   
 
TOTAL ASSETS   $ 684,243,000  
   
 

LIABILITIES

 

 

 

 
Deposits: In domestic offices   $ 119,505,000  
Noninterest-bearing     22,893,000  
Interest-bearing     96,612,000  
In foreign offices, Edge and Agreement subsidiaries, and IBFs     307,390,000  
Noninterest-bearing     22,639,000  
Interest-bearing     284,751,000  
Federal funds purchased in domestic Offices     11,524,000  
Federal funds purchased and securities sold under agreements to repurchase     16,906,000  
Demand notes issued to the U.S. Treasury     0  
Trading liabilities     41,394,000  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss     56,542,000  
         

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Bank's liability on acceptances executed and outstanding     1,507,000  
Subordinated notes and debentures     13,330,000  
Other liabilities     29,378,000  
   
 
TOTAL LIABILITIES   $ 597,476,000  
   
 
Minority interest in consolidated Subsidiaries     486,000  

EQUITY CAPITAL

 

 

 

 
Perpetual preferred stock and related surplus     1,950,000  
Common stock     751,000  
Surplus     25,775,000  
Retained Earnings     23,787,000  
   
 
Accumulated net gains (losses) on cash flow hedges     (1,982,000 )
Other equity capital components     0  
   
 
TOTAL EQUITY CAPITAL   $ 50,281,000  
   
 
TOTAL LIABILITIES AND EQUITY CAPITAL   $ 648,243,000  
   
 

        I, William Gonska, Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

WILLIAM GONSKA, VICE PRESIDENT

        We, the undersigned directors, attest to the correctness of this Report of Condition. We 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 and is true and correct.

ALAN S. MACDONALD
WILLIAM R. RHODES
ROBERT B. WILLUMSTAD
DIRECTORS

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SIGNATURE
REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF