EX-25 10 a2109555zex-25.htm EXHIBIT 25

Exhibit 25

 

 

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)        
o

 

 

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.)

 

 

 

One Wall Street, New York, N.Y.

 

10286

(Address of principal executive offices)

 

(Zip code)

 

 

 

SEA CONTAINERS LTD.

(Exact name of obligor as specified in its charter)

 

 

Bermuda

 

98-0038412

(State or other jurisdiction of

 

(I.R.S. employer

incorporation or organization)

 

identification no.)

 

 

 

41 Cedar Avenue

 

 

P.O. Box HM 1179

 

 

Hamilton HM EX, Bermuda

 

 

(Address of principal executive offices)

 

(Zip code)

 


 

13% Senior Notes due 2006

 (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.)

 

                                        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.

 

2



 

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 1st day of May, 2003.

 

 

 

THE BANK OF NEW YORK

 

 

 

 

 

 

By:

/s/ VAN K. BROWN

 

 

 

Name: VAN K. BROWN

 

 

Title: VICE PRESIDENT

 

 

3



 

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK

 

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

 

 

Dollar Amounts
In Thousands

 

ASSETS

 

 

 

Cash and balances due from depository institutions:

 

 

 

Noninterest-bearing balances and currency and coin

 

$

4,706,760

 

Interest-bearing balances

 

4,418,381

 

Securities:

 

 

 

Held-to-maturity securities

 

954,049

 

Available-for-sale securities

 

16,118,007

 

Federal funds sold in domestic offices

 

460,981

 

Securities purchased under agreements to resell

 

837,242

 

Loans and lease financing receivables:

 

 

 

Loans and leases held for sale

 

765,097

 

Loans and leases, net of unearned income

 

31,906,960

 

LESS: Allowance for loan and  lease losses

 

798,223

 

Loans and leases, net of unearned income and allowance

 

31,108,737

 

Trading Assets

 

6,969,387

 

Premises and fixed assets (including capitalized leases)

 

823,932

 

Other real estate owned

 

660

 

Investments in unconsolidated subsidiaries and associated companies

 

238,412

 

Customers’ liability to this bank on acceptances outstanding

 

307,039

 

Intangible assets

 

 

 

Goodwill

 

2,003,150

 

Other intangible assets

 

74,880

 

Other assets

 

5,161,558

 

Total assets

 

$

74,948,272

 

 

4



 

 

 

 

 

LIABILITIES

 

 

 

Deposits:

 

 

 

In domestic offices

 

$

33,108,526

 

Noninterest-bearing

 

13,141,240

 

Interest-bearing

 

19,967,286

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

22,650,772

 

Noninterest-bearing

 

203,426

 

Interest-bearing

 

22,447,346

 

Federal funds purchased in domestic offices

 

513,773

 

Securities sold under agreements to repurchase

 

334,896

 

Trading liabilities

 

2,673,823

 

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

 

644,395

 

Bank’s liability on acceptances executed and outstanding

 

308,261

 

Subordinated notes and debentures

 

2,090,000

 

Other liabilities

 

5,584,456

 

Total liabilities

 

$

67,908,902

 

 

 

 

 

Minority interest in consolidated subsidiaries

 

519,470

 

 

 

 

 

EQUITY CAPITAL

 

 

 

Perpetual preferred stock and related surplus.

 

0

 

Common stock

 

1,135,284

 

Surplus

 

1,056,295

 

Retained earnings

 

4,208,213

 

Accumulated other comprehensive income

 

(120,108

)

Other equity capital components

 

0

 

Total equity capital

 

6,519,900

 

Total liabilities minority interest and equity capital

 

$

74,948,272

 

 

5



 

I, Thomas J. Mastro, Senior Vice President and Comptroller 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.

Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. 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.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith

 

Directors

 

6