EX-99.T3G 8 f82285orexv99wt3g.txt EXHIBIT T3 G EXHIBIT T3-G 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) ---------------------------- BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) A NATIONAL BANKING ASSOCIATION 31-0838515 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) BANK ONE TRUST COMPANY, N.A. 1111 POLARIS PARKWAY, SUITE 1K MAIL CODE: OH1-0181 COLUMBUS, OHIO 43240 ATTN: EAMON FAHEY, VICE PRESIDENT, (614) 248-5579 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) ----------------------------- KOMAG, INCORPORATED (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2914864 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 1710 AUTOMATION PARKWAY SAN JOSE, CALIFORNIA 95131 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) DEBT SECURITIES (TITLE OF 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 Currency, Washington, D.C.; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. No such affiliation exists with the trustee. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificate of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 4. A copy of the existing by-laws of the trustee.* 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not Applicable. 9. Not Applicable. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One Trust Company, National Association, a national banking association 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 Columbus and State of Ohio, on the 7th day of June, 2002. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE BY /S/EAMON FAHEY EAMON FAHEY VICE PRESIDENT * Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust Company, National Association, filed as Exhibit 25 to the Registration Statement on Form S-3 of Burlington Northern Santa Fe Corporation, filed with the Securities and Exchange Commission on May 10, 2000 (Registration No. 333-36718). EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT June 7, 2002 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between Komag, Incorporated and Bank One Trust Company, National Association, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION BY: /S/EAMON FAHEY EAMON FAHEY VICE PRESIDENT BANK ONE TRUST COMPANY, N.A. FFIEC 041 ---------------------------- RC-1 Legal Title of Bank COLUMBUS -------- ---------------------------- 10 City -------- OH 43271 ---------------------------- State Zip Code FDIC Certificate Number - 21377 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2002 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC -- BALANCE SHEET
Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------ ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) ..................................... 0081 112,173 1.a b. Interest-bearing balances (2) .............................................................. 0071 0 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) ................................. 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) ............................... 1773 333 2.b 3. Federal funds sold and securities purchased under agreements to resell: A. FEDERAL FUNDS SOLD ......................................................................... B987 737,966 3.A B. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL (3) ........................................ B989 1,325,933 3.B 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale ............................................................. 5369 0 4.a b. Loans and leases, net of unearned income .................................... B528 296,256 4.b c. LESS: Allowance for loan and lease losses ................................... 3123 298 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) ................ B529 295,958 4.d 5. Trading assets (from Schedule RC-D) ........................................................... 3545 0 5 6. Premises and fixed assets (including capitalized leases) ...................................... 2145 11,689 6 7. Other real estate owned (from Schedule RC-M) .................................................. 2150 0 7 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ...... 2130 0 8 9. Customers' liability to this bank on acceptances outstanding .................................. 2155 0 9 10. Intangible assets a. Goodwill ................................................................................... 3163 0 10.a b. Other intangible assets (from Schedule RC-M) ............................................... 0426 8,480 10.b 11. Other assets (from Schedule RC-F) ............................................................. 2160 175,020 11 12. Total assets (sum of items 1 through 11) ...................................................... 2170 2,667,552 12
------------- (1) Includes cash items in process of collection and unposted debts. (2) Includes time certificates of deposit not held for trading. (3) INCLUDES ALL SECURITIES RESALE AGREEMENTS, REGARDLESS OF MATURITY. BANK ONE TRUST COMPANY, N.A. FFIEC 041 Legal Title of Bank RC-2 FDIC Certificate Number - 21377 11 SCHEDULE RC - CONTINUED
Dollar in Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- Liabilities 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)................. 2200 2,410,163 13.a (1) Noninterest-bearing (1) ............................................ 6631 1,664,385 13.a.1 (2) Interest-bearing ................................................... 6636 745,773 13.a.2 b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase a. FEDERAL FUNDS PURCHASED (2) .............................................................. B993 0 14.a b. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (3) ....................................... B995 0 14.b 15. Trading liabilities (from Schedule RC-D) .................................................... 3548 0 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): ................................................... 3190 0 16 17. Not applicable 18. Bank's liability on acceptances executed and outstanding .................................... 2920 0 18 19. Subordinated notes and debentures (4) ....................................................... 3200 0 19 20. Other liabilities (from Schedule RC-G) ...................................................... 2930 54,822 20 21. Total liabilities (sum of Items 13 through 20) .............................................. 2948 2,464,985 21 22. Minority interest in consolidated subsidiaries .............................................. 3000 0 22 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ............................................... 3838 0 23 24. Common stock ................................................................................ 3230 800 24 25. Surplus (exclude all surplus related to preferred stock) .................................... 3839 45,157 25 26. a. Retained earnings ........................................................................ 3632 156,608 26,a b. Accumulated other comprehensive income (5) ............................................... B530 2 26.b 27. Other equity capital components (6) ......................................................... A130 0 27 28. Total equity capital (sum of Items 23 through 27) ........................................... 3210 202,567 28 --------- 29. Total liabilities, minority interest, and equity capital (sum of Items 21, 22, and 28) ...... 3300 2,667,552 29 ========= Memorandum TO BE REPORTED WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCON Number auditors as of any date during 2001 .......................................................... 6724 2 M.
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) REPORT OVERNIGHT FEDERAL HOME LOAN BANK ADVANCES IN SCHEDULE RC, ITEM 16, "OTHER BORROWED MONEY." (3) INCLUDES ALL SECURITIES REPURCHASE AGREEMENTS, REGARDLESS OF MATURITY. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.