EX-25.1 23 dex251.htm STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-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)

 

Thomas F. Godfrey

Vice President and Assistant General Counsel

JPMorgan Chase Bank

1 Chase Manhattan Plaza, 25th Floor

New York, NY 10081

Tel: (212) 552-2192

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

 


 

TELECOM ITALIA CAPITAL

 

société anonyme

(Exact name of obligor as specified in its charter)

 

Luxembourg   Not Applicable
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification No.)

 

287-289 route d’Arlon

L-1550

Luxembourg

(Address of principal executive offices) (Zip Code)

 

Guaranteed Debt Securities

(Title of the indenture securities)



GENERAL

 

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.


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 connection with Registration Statement No. 333-76894, which is incorporated by reference.)

 

2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 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 No. 333-76894, 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 Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 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.

 

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.

 

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    day of            ,

 

JPMORGAN CHASE BANK

By  

/s/    Glenn Andersen

     

 

- 2 -


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, which is incorporated by reference.)

 

2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 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, 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 Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 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.

 

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.

 

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    day of            .

 

JPMORGAN CHASE BANK

By  

/s/    Glenn Anderson

     


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 December 31, 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

   $ 19,429

Interest-bearing balances

     9,602

Securities:

      

Held to maturity securities

     176

Available for sale securities

     53,625

Federal funds sold and securities purchased under agreements to resell

      

Federal funds sold in domestic offices

     26,067

Securities purchased under agreements to resell

     80,099

Loans and lease financing receivables:

      

Loans and leases held for sale

     20,359

Loans and leases, net of unearned income

   $ 163,864

Less: Allowance for loan and lease losses

     3,151

Loans and leases, net of unearned income and allowance

     160,713

Trading Assets

     197,197

Premises and fixed assets (including capitalized leases)

     6,010

Other real estate owned

     128

Investments in unconsolidated subsidiaries and associated companies

     828

Customers’ liability to this bank on acceptances outstanding

     225

Intangible assets

      

Goodwill

     2,315

Other Intangible assets

     4,997

Other assets

     46,892

TOTAL ASSETS

   $ 628,662

 


LIABILITIES

        

Deposits

        

In domestic offices

   $ 190,249  

Noninterest-bearing

   $ 74,112  

Interest-bearing

     116,137  

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

     136,496  

Noninterest-bearing

   $ 6,355  

Interest-bearing

     130,141  

Federal funds purchased and securities sold under agreements to repurchase:

        

Federal funds purchased in domestic offices

     4,639  

Securities sold under agreements to repurchase

     71,995  

Trading liabilities

     128,738  

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

     23,496  

Bank’s liability on acceptances executed and outstanding

     225  

Subordinated notes and debentures

     8,028  

Other liabilities

     26,985  

TOTAL LIABILITIES

     590,851  

Minority Interest in consolidated subsidiaries

     320  

EQUITY CAPITAL

        

Perpetual preferred stock and related surplus

     0  

Common stock

     1,785  

Surplus (exclude all surplus related to preferred stock)

     16,318  

Retained earnings

     19,590  

Accumulated other comprehensive income

     (202 )

Other equity capital components

     0  

TOTAL EQUITY CAPITAL

     37,491  
    


TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL

   $ 628,662  
    


 

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 instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

    

WILLIAM B. HARRISON JR.

WILLIAM H. GRAY, III

HELENE L. KAPLAN

 

)

) DIRECTORS

)