EX-25.1 7 dex251.htm EXHIBIT 25.1 Exhibit 25.1

Exhibit 25.1


 

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)                     

 


 

JPMORGAN CHASE BANK

(Exact name of trustee as specified in its charter)

 

New York   13-4994650

(State of incorporation

if not a national bank)

 

(I.R.S. employer

identification No.)

270 Park Avenue

New York, New York

  10017
(Address of principal executive offices)   (Zip Code)

 

William H. McDavid

General Counsel

270 Park Avenue

New York, New York 10017

Tel: (212) 270-2611

(Name, address and telephone number of agent for service)

 


 

LANDAMERICA FINANCIAL GROUP, INC.

(Exact name of obligor as specified in its charter)

 

Virginia   54-1589611

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification No.)

101 Gateway Centre Parkway

Richmond, Virginia

  23235-5153
(Address of principal executive offices)   (Zip Code)

 

3.125% Convertible Senior Debentures Due 2033

(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.

 

New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

 

(b) Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

Item 2. Affiliations with the Obligor and Guarantors.

 

If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

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Item 16. List of Exhibits

 

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

 

1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connections with Registration Statement No. 333-76894 filed January 17, 2002, which is incorporated by reference.)

 

2. None, a copy of the Certificate of Authority of the Trustee to Commence Business being contained in the document identified above as Exhibit 1. On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

 

3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

 

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-76894 filed January 17, 2002, which is incorporated by reference.)

 

5. Not applicable.

 

6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to this Form T-1).

 

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 (see Exhibit 7 to this Form T-1.)

 

8. Not applicable.

 

9. Not applicable.

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, 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 20th day of February, 2004.

 

JPMORGAN CHASE BANK
By   /s/    Carol Ng             
   
   

Carol Ng

Vice President

 

 

 

 

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Exhibit 6 to Form T-1

 

THE CONSENT OF THE TRUSTEE REQUIRED

BY SECTION 321(b) OF THE ACT

 

February 20, 2004

 

Securities and Exchange Commission

Washington D.C. 20549

 

Ladies and Gentlemen:

 

In connection with the qualification of an Indenture between LandAmerica Financial Group, Inc. and JPMorgan Chase Bank, 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,

 

 

JPMorgan Chase Bank
By   /s/    Carol Ng
   
   

Carol Ng

Vice President

 


Exhibit 7 to Form T-1

 

Bank Call Notice

 

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

 

JPMorgan Chase Bank

of 270 Park Avenue, New York, New York 10017

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

 

at the close of business September 30, 2003, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS    Dollar Amounts
in Millions

Cash and balances due from depository institutions:

    

Noninterest-bearing balances and currency and coin

   $17,578

Interest-bearing balances

   9,823

Securities:

    

Held to maturity securities

   210

Available for sale securities

   57,792

Federal funds sold and securities purchased under agreements to resell

    

Federal funds sold in domestic offices

   9,491

Securities purchased under agreements to resell

   91,241

Loans and lease financing receivables:

    

Loans and leases held for sale

   35,681

Loans and leases, net of unearned income

   $170,168

Less: Allowance for loan and lease losses

   3,448

Loans and leases, net of unearned income and allowance

   166,720

Trading Assets

   178,938

Premises and fixed assets (including capitalized leases)

   6,057

Other real estate owned

   110

Investments in unconsolidated subsidiaries and associated companies

   732

Customers’ liability to this bank on acceptances outstanding

   260

Intangible assets

    

Goodwill

   2,198

Other Intangible assets

   4,096

Other assets

   57,193

TOTAL ASSETS

   $638,120
    


LIABILITIES     

Deposits

    

In domestic offices

   $188,866

Noninterest-bearing

   $76,927

Interest-bearing

   111,939

In foreign offices, Edge and Agreement subsidiaries and IBF’s

   124,493

Noninterest-bearing

   $6,439

Interest-bearing

   118,054

Federal funds purchased and securities sold under agree- ments to repurchase:

    

Federal funds purchased in domestic offices

   4,679

Securities sold under agreements to repurchase

   82,206

Trading liabilities

   136,012

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)

   24,937

Bank’s liability on acceptances executed and outstanding

   260

Subordinated notes and debentures

   8,040

Other liabilities

   31,270

TOTAL LIABILITIES

   600,763

Minority Interest in consolidated subsidiaries

   358
EQUITY CAPITAL     

Perpetual preferred stock and related surplus

   0

Common stock

   1,785

Surplus (exclude all surplus related to preferred stock)

   16,306

Retained earnings

   18,875

Accumulated other comprehensive income

   33

Other equity capital components

   0

TOTAL EQUITY CAPITAL

   36,999
    

TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL

   $638,120
    

 

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 

JOSEPH L. SCLAFANI

 

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 in- structions issued by the appropriate Federal regulatory authority and is true and correct.

 

WILLIAM B. HARRISON, JR.

   )     

LAWRENCE A. BOSSIDY

   )    DIRECTORS

ELLEN V. FUTTER

   )