<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM T-3
FOR APPLICATION FOR QUALIFICATION OF INDENTURE UNDER
THE TRUST INDENTURE ACT OF 1939
POLYTAMA INTERNATIONAL FINANCE B.V.
(ISSUER)
P.T. POLYTAMA PROPINDO
(GUARANTOR)
(NAME OF APPLICANT)
<TABLE>
<S> <C>
C/O MEESPIERSON TRUST B.V. MIDPLAZA 2 BUILDING, 20TH FLOOR
AERT VAN NESSTRAAT 45 JALAN JEND. SUDIRMAN KAV, 10-11
4TH FLOOR JAKARTA 10220
3012 CA ROTTERDAM, INDONESIA
THE NETHERLANDS (011)(62)(21) 570-3883
(011)(31)(10) 403-5843
(ADDRESS AND TELEPHONE NUMBER OF ISSUER'S (ADDRESS AND TELEPHONE NUMBER OF
PRINCIPAL EXECUTIVE OFFICES) GUARANTOR'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
<TABLE>
<CAPTION>
TITLE OF CLASS AMOUNT
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<S> <C>
Guaranteed Secured Notes US$200,000,000
due June 15, 2007
</TABLE>
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As promptly as possible after the Effective Date of this Application for
Qualification
Name and Address of Agent for Service:
CT Corporation System
1633 Broadway
New York, New York 10069
(212) 245-4107
COPY TO:
JEROME L. COBEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3144
The Obligor hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
Obligor.
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<PAGE> 2
CONTENTS OF AMENDMENT NO. 1 TO APPLICATION FOR QUALIFICATION
This Amendment No. 1 to the applicants' Application for Qualification of
Indenture on Form T-3 filed on July 13, 1998 (File No. 022-22385-01) (the
"Application") is submitted to file the statement of eligibility and
qualification of the Trustee under the Indenture to be qualified and certain
ancillary documents relating to the Consent Solicitation included in the
Application.
This Amendment comprises:
(a) Pages numbered one to five, consecutively;
(b) The statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1 hereby incorporated by reference
to Exhibit 99 attached hereto);
(c) The following exhibits, in addition to those filed as a part of the
statement of eligibility and qualification of the Trustee:
<TABLE>
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(i) Exhibit T3A.1 -- Articles of Association of the Issuer (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.1, and included herein by reference).
(ii) Exhibit T3A.2 -- Article of Association of the Company (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.2, and included herein by reference).
(iii) Exhibit T3B -- Not applicable.
(iv) Exhibit T3C.1 -- Indenture dated as of June 1, 1997 between the Issuer, the
Company, as Guarantor, and the Bank of New York, as Trustee
(filed with Registration Statement on Form F-1 (333-6854),
Exhibit No. 4.1, and included herein by reference).
(v) Exhibit T3C.2 -- Form of First Supplemental Indenture to be dated as of
, 1998 between the Issuer, the Company, as
Guarantor, and the Bank of New York, as Trustee
(incorporated by reference to Exhibit T3C.2 to the
Application).
(vi) Exhibit T3D -- Not applicable.
(vii) Exhibit T3E.1 -- Consent Solicitation Statement, dated July 13, 1998
(incorporated by reference to Exhibit T3E.1 to the
Application).
(viii) Exhibit T3E.2 -- Consent Form, dated July 13, 1998 (incorporated by reference
to Exhibit T3E.2 to the Application).
(ix) Exhibit T3E.3* -- Revised Consent Form, as distributed to Holders of the Notes
on July 14, 1998.
(x) Exhibit T3E.4 -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 13, 1998
(incorporated by reference to Exhibit T3E.3 to the
Application).
(xi) Exhibit T3E.5* -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 14, 1998.
(xii) Exhibit T3E.6* -- Letter to Holders, dated July 14, 1998.
(xiii) Exhibit T3F -- Cross-Reference Sheet (incorporated by reference to Exhibit
T3F to the Application).
</TABLE>
1
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
(xiv) Exhibit 99* -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of the Bank of New York, as Trustee
with respect to the Modified Notes.
</TABLE>
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* Filed herewith. All other exhibits have been previously filed.
2
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Polytama International Finance B.V., a corporation organized and
existing under the laws of The Netherlands, has duly caused this Amendment No. 1
to the Application to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the city of
Rotterdam, The Netherlands on July 15, 1998.
(SEAL)
POLYTAMA INTERNATIONAL FINANCE B.V.
MeesPierson Trust B.V., in its
capacity as
Managing Director
By: /s/ DORINE C. VAN DER POEL
------------------------------------
Name: Dorine C. van der Poel
Title: Authorized Signatory
Attest: /s/ A. HAKSTEEG
--------------------------------
Name: A. Haksteeg
Title: Authorized Signatory
3
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, P.T. Polytama Propindo, a corporation organized and existing under
the laws of the Republic of Indonesia, has duly caused this Amendment No. 1 to
the Application to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the city of
Jakarta, Indonesia on July 15, 1998.
(SEAL)
P.T. POLYTAMA PROPINDO
By: /s/ HONGGO WENDRATNO
------------------------------------
Name: Honggo Wendratno
Title: President Director
Attest: /s/ HORACIO U. MARASIGAN
-------------------------------------------------------
Name: Horacio U. Marasigan
Title: Director/Principal Financial Officer
4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C> <C>
Exhibit T3A.1 -- Articles of Association of the Issuer (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.1, and included herein by reference).
Exhibit T3A.2 -- Article of Association of the Company (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.2, and included herein by reference).
Exhibit T3B -- Not applicable.
Exhibit T3C.1 -- Indenture dated as of June 1, 1997 between the Issuer, the
Company, as Guarantor, and the Bank of New York, as Trustee
(filed with Registration Statement on Form F-1 (333-6854),
Exhibit No. 4.1, and included herein by reference).
Exhibit T3C.2 -- Form of First Supplemental Indenture to be dated as of
, 1998 between the Issuer, the Company, as
Guarantor, and the Bank of New York, as Trustee.
(incorporated by reference to Exhibit T3C.2 to the
Application).
Exhibit T3D -- Not applicable.
Exhibit T3E.1 -- Consent Solicitation Statement, dated July 13, 1998
(incorporated by reference to Exhibit T3E.1 to the
Application).
Exhibit T3E.2 -- Consent Form, dated July 13, 1998 (incorporated by reference
to Exhibit T3E.2 to the Application).
Exhibit T3E.3* -- Revised Consent Form, as distributed to Holders of the Notes
on July 14, 1998.
Exhibit T3E.4 -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 13, 1998
(incorporated by reference to Exhibit T3E.3 to the
Application).
Exhibit T3E.5* -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 14, 1998.
Exhibit T3E.6* -- Letter to Holders, dated July 14, 1998.
Exhibit T3F -- Cross-Reference Sheet (incorporated by reference to Exhibit
T3F to the Application).
Exhibit 99* -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of the Bank of New York, as Trustee
with respect to the Modified Notes.
</TABLE>
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* Filed herewith. All other exhibits have been previously filed.
5
<PAGE> 1
CONSENT FORM
POLYTAMA INTERNATIONAL FINANCE B.V.
P.T. POLYTAMA PROPINDO
FORM FOR CONSENTING TO THE PROPOSED AMENDMENTS
PURSUANT TO THE CONSENT SOLICITATION STATEMENT DATED JULY 13, 1998
relating to
11 1/4% GUARANTEED SECURED NOTES DUE 2007
issued by
POLYTAMA INTERNATIONAL FINANCE B.V.
(US$200,000,000 principal amount outstanding)
Irrevocably and Unconditionally Guaranteed as to Payment of Principal,
Premium, Interest and Additional Amounts, if any, by
P.T. POLYTAMA PROPINDO
TO: INFORMATION AGENT
CORPORATE INVESTOR COMMUNICATIONS, INC.
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON AUGUST 10,
1998, UNLESS EXTENDED (AS SO EXTENDED, THE "EXPIRATION DATE"). IF THE REQUISITE
CONSENTS WITH RESPECT TO THE CONSENT SOLICITATION HAVE NOT BEEN RECEIVED BY 5:00
P.M., NEW YORK TIME, ON THE EXPIRATION DATE, THE ISSUER MAY EXTEND THE CONSENT
SOLICITATION FOR A SPECIFIED PERIOD OR ON A DAILY BASIS UNTIL THE REQUISITE
CONSENTS HAVE BEEN RECEIVED.
Via Regular Mail or By Hand or Overnight Delivery
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072
Contact Persons: Paul Hebert or Chris Dowd
Personal and Confidential
The Consent Solicitation is made by Polytama International Finance B.V. (the
"Issuer") and by P.T. Polytama Propindo (the "Guarantor") only to Holders (as
defined below) of the 11 1/4% Guaranteed Secured Notes due 2007 (the "Notes") of
the Issuer and irrevocably and unconditionally guaranteed as to Payment of
Principal, Premium, Interest and Additional Amounts, if any, by the Guarantor,
as described in the accompanying Consent Solicitation Statement dated July 13,
1998 (the "Consent Solicitation Statement"). The term "Holder" as used herein
means any holder of record of the Notes as of 5:00 p.m., New York City time, on
July 9, 1998 (the "Record Date"). Capitalized terms used herein but not defined
herein have the meanings given to them in the Consent Solicitation Statement.
The Consent Solicitation expires at 5:00 p.m., New York City time on August 10,
1998, unless extended.
HOLDERS WHO WISH TO CONSENT MUST DELIVER THEIR PROPERLY COMPLETED AND
EXECUTED CONSENT FORMS BY MAIL, FIRST-CLASS POSTAGE PREPAID, HAND DELIVERY,
OVERNIGHT COURIER OR BY FACSIMILE TRANSMISSION (WITH AN ORIGINAL TO BE DELIVERED
SUBSEQUENTLY) TO THE INFORMATION AGENT (NOT TO THE ISSUER, THE GUARANTOR OR THE
TRUSTEE) AT THE ADDRESS OR NUMBERS SET FORTH ABOVE IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH HEREIN AND IN THE CONSENT SOLICITATION STATEMENT.
HOWEVER, THE ISSUER RESERVES THE RIGHT TO ACCEPT ANY CONSENT RECEIVED BY THE
TRUSTEE. UNDER NO CIRCUMSTANCES SHOULD ANY PERSON TENDER OR DELIVER NOTES TO THE
ISSUER, THE GUARANTOR OR THE TRUSTEE AT ANY TIME.
Only Holders are eligible to consent to the Proposed Amendments. Any
beneficial owner of the Notes who is not a Holder of such Notes must arrange
with the person who is the Holder or such Holder's assignee or nominee to
execute and deliver a Consent Form on behalf of such beneficial owner. FOR
PURPOSES OF THE CONSENT SOLICITATION, THE DEPOSITORY TRUST COMPANY ("DTC") HAS
AUTHORIZED DTC PARTICIPANTS ("PARTICIPANTS") SET FORTH IN THE POSITION LISTING
OF DTC AS OF THE RECORD DATE TO EXECUTE CONSENT FORMS AS IF THEY WERE THE
HOLDERS OF THE NOTES HELD OF RECORD IN THE NAME OF DTC OR THE NAME OF ITS
NOMINEE. ACCORDINGLY, FOR PURPOSES OF THE CONSENT SOLICITATION, THE TERM
"HOLDER" SHALL BE DEEMED TO INCLUDE SUCH PARTICIPANT. The Issuer reserves the
right to establish from time to time any new date as the Record Date and,
thereupon, any such new date will be deemed to be the "Record Date" for purposes
of the Consent Solicitation.
By execution hereof, the undersigned acknowledges receipt of the Consent
Solicitation Statement. The undersigned hereby represents and warrants that the
undersigned is a Holder of the Notes indicated below and has full power and
authority to take the action indicated below in respect of such Notes. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Issuer to be necessary or desirable to perfect the undersigned's
consent.
The undersigned acknowledges that the undersigned must comply with the
provisions of this Consent Form, and complete the information required therein,
to validly consent to the Proposed Amendments set forth in the Consent
Solicitation Statement. The effectiveness of the Proposed Amendments is
conditioned on, among other things, (i) there being received (and not revoked)
on or prior to the Expiration Date (as defined below) the effective consent to
the Proposed Amendments by 100% of the aggregate principal amount of Notes that
are outstanding as of the Record Date and (ii) the execution of the related
First Supplemental Indenture (the "Supplemental Indenture") among the Issuer,
the Guarantor and the Trustee.
Please indicate by marking the appropriate box below whether you wish to (i)
consent to the Proposed Amendments or (ii) not consent to the Proposed
Amendments. The undersigned acknowledges that Consent Forms delivered pursuant
to any one of the procedures described under the heading "The Consent
Solicitation -- Procedures for Consenting" in the Consent Solicitation Statement
and in the instructions hereto will constitute a binding agreement among the
undersigned and the Issuer upon the terms and subject to the conditions of the
Consent Solicitation. The undersigned further understands that if no box is
checked, but this Consent Form is executed and delivered to the Information
Agent, the undersigned will be deemed to have consented to the Proposed
Amendments. The undersigned hereby agrees that it will not revoke any consent it
grants hereby except in accordance with the procedures set forth herein and in
the Consent Solicitation Statement. The giving of consent by a Holder shall
constitute a direction and instruction by such Holder to the Trustee to enter
into the Supplemental Indenture and to take the other actions contemplated by
the Consent Solicitation Statement.
[ ] CONSENT [ ] DO NOT CONSENT
1
<PAGE> 2
This Consent Form relates to the total principal amount of the Notes held
of record by the undersigned at the close of business on the Record Date.
The undersigned authorizes the Information Agent to deliver this Consent
Form and any proxy delivered in connection herewith to the Trustee as evidence
of the undersigned's action with respect to the Proposed Amendments.
With respect to actions taken in accordance with and pursuant to this
Consent, the Holder hereby agrees to, and shall, indemnify the Trustee and each
director, officer and employee of the Trustee (the Trustee and each such other
person being an "Indemnified Person") on demand for, and to indemnify and hold
harmless each such Indemnified Person from and against, without limitation, any
and all losses, liabilities, judgments, claims, causes of actions, costs and
expenses (including fees and disbursements of legal counsel) (collectively
referred to herein as "Losses") incurred or suffered by an Indemnified Person in
any way, directly or indirectly, arising out of, related to, or connected with
the compliance by the Trustee or any other Indemnified Person with this Consent
or the taking of action in accordance with this Consent or with entering into
the Supplemental Indenture.
The Holder agrees that (i) the terms of this Consent and the Indemnity
contained herein will be governed by and construed in accordance with the
substantive laws (and not the choice of law rules) of the State of New York and
(ii) all actions and proceedings relating to or arising from, directly or
indirectly, this Consent and the Indemnity contained herein may be brought by an
Indemnified Person in courts located within the State of New York.
This indemnity shall survive the termination of the Indenture and any
resignation of the Trustee.
DESCRIPTION OF GUARANTEED SECURED NOTES DUE 2007
OF
POLYTAMA INTERNATIONAL FINANCE B.V.
IRREVOCABLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, INTEREST AND ADDITIONAL AMOUNTS, IF ANY, BY
P.T. POLYTAMA PROPINDO
(CUSIP NUMBER 73180UAAO)
<TABLE>
<S> <C> <C> <C>
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PRINCIPAL AMOUNT OF NOTE(S)
WITH
RESPECT TO WHICH CONSENTS ARE
AGGREGATE PRINCIPAL GIVEN
NAME AND ADDRESS OF HOLDER CERTIFICATE NUMBER(S)(1) AMOUNT OF NOTE(S)(2) (IN US$)
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TOTAL PRINCIPAL AMOUNT OF NOTES CONSENTING.............................. US$
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</TABLE>
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Remarks:
(1) Need not be completed by Holders whose Notes are held of record by
depositories.
(2) The Holder will be deemed to have consented in respect of the entire
aggregate principal amount indicated in the column labeled "Aggregate
Principal Amount of Note(s)." All principal amounts must be in multiples of
US$1,000.
2
<PAGE> 3
IMPORTANT -- READ CAREFULLY
IF THIS CONSENT FORM IS EXECUTED BY THE HOLDER, IT MUST BE EXECUTED IN
EXACTLY THE SAME MANNER AS THE NAME OF THE HOLDER APPEARS ON THE NOTES. AN
AUTHORIZED DTC PARTICIPANT MUST EXECUTE THIS CONSENT FORM EXACTLY AS ITS NAME
APPEARS ON DTC'S POSITION LISTING AS OF THE RECORD DATE. IF THE NOTES ARE HELD
OF RECORD BY TWO OR MORE JOINT HOLDERS, ALL SUCH HOLDERS MUST SIGN THE CONSENT
FORM. IF A SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER HOLDER ACTING IN A FIDUCIARY
OR REPRESENTATIVE CAPACITY, SUCH PERSON SHOULD SO INDICATE WHEN SIGNING AND MUST
SUBMIT PROPER EVIDENCE SATISFACTORY TO THE INFORMATION AGENT OF SUCH PERSON'S
AUTHORITY TO SO ACT. IF THE NOTES ARE REGISTERED IN DIFFERENT NAMES, SEPARATE
CONSENT FORMS MUST BE EXECUTED COVERING EACH FORM OF REGISTRATION. IF A CONSENT
FORM IS EXECUTED BY A PERSON OTHER THAN THE HOLDER, THEN SUCH PERSON MUST HAVE
BEEN AUTHORIZED BY PROXY OR IN SOME OTHER MANNER ACCEPTABLE TO THE ISSUER TO
VOTE THE APPLICABLE NOTES ON BEHALF OF THE HOLDER.
DESCRIPTION OF 11 1/4% GUARANTEED SECURED NOTES DUE 2007
POLYTAMA INTERNATIONAL FINANCE B.V.
IRREVOCABLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, INTEREST AND ADDITIONAL AMOUNTS, IF ANY, BY
P.T. POLYTAMA PROPINDO
(CUSIP NUMBER 73180UAAO)
SIGN HERE
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SIGNATURE(S) OF HOLDER(S)
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DATE:
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NAME(S) (PLEASE PRINT):
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CAPACITY (FULL TITLE):
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ADDRESS (INCLUDE ZIP CODE):
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AREA CODE AND TELEPHONE NO.:
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TAX IDENTIFICATION OR SOCIAL SECURITY NO:
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED, SEE INSTRUCTIONS 5 AND 6 BELOW)
AUTHORIZED SIGNATURE:
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NAME AND TITLE (PLEASE PRINT):
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DATE:
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NAME OF FIRM:
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3
<PAGE> 4
INSTRUCTIONS FORMING PART
OF THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION
1. DELIVERY OF THIS CONSENT FORM.
Subject to the terms and conditions set forth herein and in the Consent
Solicitation Statement, a properly completed and duly executed copy of this
Consent Form and any other documents required by this Consent Form must be
received by the Information Agent (for delivery to the Trustee) at the addresses
or numbers set forth on the cover hereof on or prior to the Expiration Date
(provided that the expected original of each document sent by facsimile
transmission on or prior to the Expiration Date must be received by the
Information Agent at such addresses prior to 5:00 p.m., New York City time, on
the third business day following the Expiration Date). THE METHOD OF DELIVERY OF
THIS CONSENT FORM AND ALL OTHER REQUIRED DOCUMENTS TO THE INFORMATION AGENT IS
AT THE RISK OF THE HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ASSURE TIMELY DELIVERY. NO CONSENT FORM SHOULD BE SENT TO ANY
PERSON OTHER THAN THE INFORMATION AGENT.
Any beneficial owner of the Notes who is not a Holder of the Notes must
arrange with the person who is the Holder (e.g., held in the name of DTC or the
beneficial owner's broker, dealer, commercial bank, trust company or other
nominee institution) or such Holder's assignee or nominee to execute and deliver
this Consent Form on behalf of such beneficial owner.
2. EXPIRATION DATE.
The Consent Solicitation expires at 5:00 p.m., New York City time on August
10, 1998, unless the Issuer, in its discretion, extends the period during which
the Consent Solicitation is open, in which case the term "Expiration Date" shall
mean, with respect to the Consent Solicitation as so extended, the latest date
and time to which such Consent Solicitation is extended. In order to extend the
Expiration Date, the Issuer will give notice to all Holders as provided in the
Consent Solicitation Statement. The Issuer may extend the Consent Solicitation
on a daily basis or for a specified period of time.
3. QUESTIONS REGARDING VALIDITY, FORM, LEGALITY, ETC.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of consents and revocations of consents will be resolved
by the Issuer whose determinations will be binding. The Issuer reserves the
absolute right to reject any or all consents and revocations that are not in
proper form or the acceptance of which could, in the opinion of the Issuer's
counsel, be unlawful. The Issuer also reserves the right to waive any
irregularities in connection with deliveries which must be cured within such
time as the Issuer determines. None of the Issuer, the Guarantor, the Trustee,
the Information Agent or any other person shall have any duty to give
notification of any such irregularities or waiver, nor shall any of them incur
any liability for failure to give such notification. Deliveries of Consent forms
or notices of revocation will not be deemed to have been made until such
irregularities have been cured or waived. The Issuer's interpretation of the
terms and conditions of the Consent Solicitation (including this Consent Form
and the accompanying Consent Solicitation Statement and the instructions hereto
and thereto) will be binding on all parties.
4. HOLDERS ENTITLED TO CONSENT.
Only a Holder as defined herein (or its representative or attorney-in-fact)
or another person who has complied with the procedures set forth below may
execute and deliver a Consent Form. Any beneficial owner or registered holder of
the Notes who is not the Holder thereof (e.g., held in the name of DTC or the
beneficial owner's broker, dealer, commercial bank, trust company or other
nominee institution) must arrange with such Holder(s) on such Holder's assignee
or nominee to execute and deliver this Consent Form on behalf of such beneficial
owner. FOR PURPOSES OF THE CONSENT SOLICITATION, THE TERM "HOLDER" SHALL BE
DEEMED TO INCLUDE DTC PARTICIPANTS THROUGH WHICH A BENEFICIAL OWNER'S NOTES MAY
BE HELD OF RECORD AS OF THE RECORD DATE IN DTC. A consent by a Holder is a
continuing consent notwithstanding that ownership of a Note has been transferred
subsequent to the Record Date, unless the Holder timely revokes the prior
consent in accordance with the procedures set forth herein and in the Consent
Solicitation Statement.
4
<PAGE> 5
5. SIGNATURES ON THIS CONSENT FORM.
If this Consent Form is signed by the Holder(s) of the Notes with respect
to which this consent is given, the signature(s) of such Holder(s) must
correspond with the name(s) as contained on the books of the register maintained
by the Trustee or as set forth in DTC's position listing without alteration,
enlargement or any change whatsoever.
If any of the Notes with respect to which this consent is given were held
of record on the Record Date by two or more joint Holders, all such Holders must
sign this Consent Form. If any Notes with respect to which this Consent is given
have different Holders, it will be necessary to complete, sign and submit as
many separate copies of this Consent Form and any necessary accompanying
documents as there are different Holders.
If this Consent Form is signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should indicate such fact
when signing, and, unless waived by the Issuer, evidence satisfactory to the
Issuer of their authority to so act must be submitted with this Consent Form.
6. SIGNATURE GUARANTEES.
All signatures on this Consent Form must be guaranteed by a firm or other
entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, including (as such terms are defined therein): (a) a bank, (b) a
broker, dealer, municipal securities dealer, municipal securities broker,
government securities dealer or government securities broker; (c) a credit
union; (d) a national securities exchange, registered securities association or
clearing agency; or (e) a savings institution that is a participant in a
Securities Transfer Association recognized program (each an "Eligible
Institution"). However, signatures needed not be guaranteed if this Consent is
given by or for the account of an Eligible Institution. If the Holder of the
Notes is a person other than the signer of this Consent Form, see Instruction 5.
7. REVOCATION OF CONSENT.
Any Holder of the Notes as to which a consent has been given may revoke
such consent as to such Notes or any portion of such Notes (in integral
multiples of US$1,000) by delivering a written notice of revocation or a changed
Consent Form bearing a date later than the date of the prior Consent Form with
the Issuer at any time prior to the Requisite Consent Date. Each Holder of Notes
who delivers a consent agrees that it will not revoke its consent after receipt
by the Trustee of the Requisite Consents, and that until such time such Holder
will not revoke its consent except in accordance with the conditions and
procedures for revocation of consents provided herein. THE TRANSFER OF THE NOTES
AFTER THE RECORD DATE WILL NOT HAVE THE EFFECT OF REVOKING ANY CONSENT VALIDLY
GIVEN BEFORE SUCH TRANSFER BY A HOLDER OF SUCH NOTES, AND EACH PROPERLY
COMPLETED AND EXECUTED CONSENT FORM WILL BE COUNTED NOTWITHSTANDING ANY TRANSFER
OF THE NOTES TO WHICH SUCH CONSENT RELATES, UNLESS THE PROCEDURE FOR REVOKING
CONSENTS DESCRIBED BELOW HAS BEEN COMPLIED WITH.
To be effective, a notice of revocation must be in writing, must contain
the name of the Holder, and the aggregate principal amount of the Notes to which
it relates and must be (a) signed in the same manner as the original Consent
Form or (b) accompanied by a duly executed proxy or other authorization (in the
form satisfactory to the Information Agent). Revocation of consents must be sent
to the Information Agent at the address set forth in this Consent Form.
To be effective, the revocation must be executed by the Holder of such
Notes in the same manner as the name of such holder appears on the books of the
register maintained by the Trustee or as set forth in DTC's position listing
without alteration, enlargement or any change whatsoever. If a revocation is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person must indicate such fact when signing and must submit with
the revocation appropriate evidence of authority to execute the revocation. A
REVOCATION OF A CONSENT WILL BE EFFECTIVE ONLY AS TO THE NOTES LISTED ON THE
REVOCATION AND ONLY IF SUCH REVOCATION COMPLIES WITH THE PROVISIONS OF THIS
CONSENT FORM AND THE CONSENT SOLICITATION STATEMENT. Only a Holder of the Notes
is entitled to revoke a consent previously given. A beneficial owner of the
Notes must arrange with the Holder to execute and deliver on its behalf a
revocation of any consent already given with respect to such Notes. A transfer
of Notes after the Record Date must be accompanied by a duly executed proxy from
the relevant Holder if the subsequent transferee is to have revocation rights
with respect to the relevant consent to the Proposed Amendments. A purported
notice of revocation that is not received by the Information Agent in a timely
fashion and accepted by the Information Agent as a valid revocation will not be
effective to revoke a consent previously given.
A REVOCATION OF A CONSENT MAY ONLY BE RESCINDED BY THE DELIVERY OF A
WRITTEN NOTICE OF REVOCATION OR THE EXECUTION AND DELIVERY OF A NEW CONSENT
FORM. A
5
<PAGE> 6
HOLDER WHO HAS DELIVERED A REVOCATION MAY THEREAFTER DELIVER A NEW CONSENT FORM
BY FOLLOWING ONE OF THE DESCRIBED PROCEDURES AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
The Issuer reserves the right to contest the validity of any revocations.
8. WAIVER OF CONDITIONS.
The Issuer reserves the absolute right, subject to applicable law, to
amend, waive or modify the terms and conditions of the Consent Solicitation.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Requests for assistance in completing and delivering Consent Forms or for
additional copies of the Consent Solicitation Statement, this Consent Form or
other related documents should be directed to the Information Agent at the
locations and numbers as set forth below:
The Information Agent:
Via Regular Mail or By Hand or Overnight Delivery
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072
Contact Persons: Paul Hebert or Chris Dowd
Facsimile Transmission:
(201) 804-8693
(Originally executed consents must follow)
Confirm by Telephone
(201) 896-1900 or Call Toll Free (800) 346-7885
You may also contact your broker, dealer, commercial bank or trust company
or nominee for assistance concerning the Consent Solicitation.
6
<PAGE> 1
POLYTAMA INTERNATIONAL FINANCE B.V.
P.T. POLYTAMA PROPINDO
SOLICITATION OF CONSENTS TO AMEND INDENTURE
RELATING TO
11 1/4% GUARANTEED SECURED NOTES DUE 2007
ISSUED BY
POLYTAMA INTERNATIONAL FINANCE B.V.
(US$200,000,000 PRINCIPAL AMOUNT OUTSTANDING)
IRREVOCABLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, INTEREST AND ADDITIONAL AMOUNTS, IF ANY, BY
P.T. POLYTAMA PROPINDO
July 14, 1998
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Polytama International Finance B.V. (the "Issuer") and P.T. Polytama
Propindo (the "Company") are soliciting consents (the "Consent Solicitation"),
upon the terms and subject to the conditions set forth in the Consent
Solicitation Statement dated July 13, 1998 (the "Statement") and the enclosed
form of Consent (the "Consent Form") from holders (the "Holders") of 11 1/4%
Guaranteed Secured Notes due 2007 (CUSIP Number 73180UAA0) (the "Notes") to the
proposed amendments of the Indenture relating to the Notes. The Statement and
the Consent Form were sent to you earlier under cover of the letter dated July
13, 1998.
We enclose herewith:
1. a cover letter addressed to the Holders, dated July 14, 1998;
2. the revised Consent Form (on yellow paper); and
3. the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 1997;
We request that you forward the documents listed above to your clients for
whom you hold the Notes registered in your name or in the name of your nominee
or who hold the Notes registered in their own names.
Additional copies of the enclosed material or the Statement may be obtained
from the Trustee or the Information Agent.
Very truly yours,
Polytama International Finance B.V.
P.T. Polytama Propindo
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE ISSUER, THE COMPANY OR THE TRUSTEE, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM, EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE STATEMENT OR THE ACCOMPANYING CONSENT FROM.
<PAGE> 1
POLYTAMA INTERNATIONAL FINANCE B.V.
P.T. POLYTAMA PROPINDO
SOLICITATION OF CONSENTS TO AMEND INDENTURE
RELATING TO
11 1/4% GUARANTEED SECURED NOTES DUE 2007
ISSUED BY
POLYTAMA INTERNATIONAL FINANCE B.V.
(US$200,000,000 PRINCIPAL AMOUNT OUTSTANDING)
IRREVOCABLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, INTEREST AND ADDITIONAL AMOUNTS, IF ANY, BY
P.T. POLYTAMA PROPINDO
July 14, 1998
To the Holders (as defined below):
Polytama International Finance B.V. (the "Issuer") and P.T. Polytama
Propindo (the "Company") are soliciting consents (the "Consent Solicitation"),
upon the terms and subject to the conditions set forth in the Consent
Solicitation Statement dated July 13, 1998 (the "Statement") and the enclosed
form of Consent (the "Consent Form") from holders (the "Holders") of 11 1/4%
Guaranteed Secured Notes due 2007 (CUSIP Number 73180UAA0) (the "Notes") to the
proposed amendments of the Indenture relating to the Notes.
Further to the Statement and the Consent Form, which were previously sent
to you, we enclose herewith:
1. the revised Consent Form (on yellow paper) which has been amended
from the original Consent Form (on blue paper) previously sent to you; and
2. for your ease of reference, the Company's Annual Report on Form
20-F for the fiscal year ended December 31, 1997, which was filed with the
Securities and Exchange Commission on June 30, 1998.
Please replace the original Consent Form (on blue paper) with the enclosed
revised Consent Form (on yellow paper) and refer to the instructions in the
Consent Form and the Statement with respect to completion and return of the
Consent Form.
Additional copies of the enclosed material or the Statement may be obtained
from the Trustee or the Information Agent.
Very truly yours,
Polytama International Finance B.V.
P.T. Polytama Propindo
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE ISSUER, THE COMPANY OR THE TRUSTEE, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM, EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE STATEMENT OR THE ACCOMPANYING CONSENT FROM.
<PAGE> 1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_______________
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 national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive Offices) (Zip code)
_______________
Polytama International Finance B.V.
(Exact name of obligor as specified in its charter)
The Netherlands Not applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
c/o MeesPierson Trust B.V.
Aert van Nesstraat 45
4th Floor
3012 CA Rotterdam,
The Netherlands
(Address of principal executive offices) (Zip code)
_______________
P. T. Polytama Propindo
(Exact name of obligor as specified in its charter)
Republic of Indonesia Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MidPlaza 2 Building, 20th Floor
Jalan Jend. Sudirman Kav. 10-11
Jakata, Indonesia 10220
(Address of principal executive offices) (Zip code)
11 1/4% Guaranteed Secured Notes Due 2007 (the "Notes")
(Title of the indenture securities)
================================================================================
<PAGE> 2
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.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------
<S> <C>
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
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
None.
3. Voting securities of the trustee. Furnish the following information as to
each class of voting securities of the trustee.
Common Stock: 15,137,118 shares.
4. Trusteeships under other indentures. If the trustee is a trustee under
another indenture under which any other securities, or certificates of
interest or participation in any other securities, of the obligor are
outstanding, furnish the following information:
Not Applicable. The Trustee is not a trustee under another Indenture of
this obligor.
5. Interlocking directorates and similar relationships with the obligor or
underwriters. If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the nature
of each such connection.
Not Applicable. The Trustee does not have any interlocking directorates
and similar relationships with the obligor or underwriters.
-2-
<PAGE> 3
6. Voting securities of the trustee owned by the obligor or its officials,
furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
Not Applicable. The voting stock of the Trustee (The Bank of New York) is
100% held by The Bank of New York, Inc.
7. Voting securities of the trustee owned by underwriters or their officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
Not Applicable. The voting stock of the Trustee (The Bank of New York) is
100% held by The Bank of New York, Inc.
8. Securities of the obligor owned or held by the trustee. Furnish the
following information as to securities of the obligor owned beneficially
or held as collateral security for obligations in default by the trustee.
Not Applicable. The Trustee does not own or hold as collateral any
securities of the obligor.
9. Securities of underwriters owned or held by the trustee. If the trustee
owns beneficially or holds as collateral security for obligations in
default any securities of an underwriter for the obligor, furnish the
following information as to each class of securities of such underwriter
any of which are so owned or held by the trustee.
Not Applicable. The Trustee does not own or hold as collateral any
securities of the obligor.
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor. If the trustee owns
beneficially or holds as collateral security for obligations in default
voting securities of a person who, to the knowledge or the trustee (1)
owns 10 percent or more of the voting securities of the obligor or (2) is
an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
Not Applicable. The Trustee does not own or hold as collateral any voting
securities of certain affiliates or secured holders of the obligor, based
upon public material available to the Trustee.
-3-
<PAGE> 4
11. Ownership or holdings by the trustee of any securities of a person owning
50 percent or more of the voting securities of the obligor. If the trustee
owns beneficially or holds as collateral security for obligations in
default any securities of a person who, to the knowledge of the trustee,
owns 50 percent or more of the voting securities of the obligor, furnish
the following information as to each class of securities of such person
any of which are so owned or held by the trustee.
Not Applicable. The Trustee does not own or hold any securities of a
person owning 50 percent or more of the voting securities of the obligor,
based upon public material available to the Trustee.
12. Indebtedness of the Obligor to the Trustee.
Not Applicable. The obligor is not indebted to the Trustee and the Trustee
is not a lender to the obligor. However, there are certain fees and
expenses of the Trustee payable by the obligor with respect to the
Trustee's default administration.
13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
There is a default with respect to the Notes. The obligor and the
guarantor failed to pay interest on the Notes which was due and
payable on June 15, 1998. Under the terms of the Indenture pursuant
to which the Notes were issued (the "Indenture"), the obligor and the
guarantor had a 30-day grace period during which to make the interest
payment after which time the failure to pay interest became an Event
of Default as defined in the Indenture.
The 30-day grace period expired on July 15, 1998. Accordingly, there
is an Event of Default under Section 6.01(a) of the Indenture.
(b) Not Applicable.
14. Affiliations with the Underwriters.
Not Applicable. The Trustee is not affiliated with the Underwriters.
15. Foreign Trustee.
Not Applicable.
-4-
<PAGE> 5
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.P.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 From 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.
<PAGE> 6
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee. The Bank of New York, a New York banking corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility and qualification 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 27th day of July, 1998.
THE BANK OF NEW YORK
By: /s/ JOHN W. STEVENSON
------------------------------------
Name: JOHN W. STEVENSON
Title: VICE PRESIDENT
-6-
<PAGE> 7
Exhibit 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 1998,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin ...................................... $ 6,397,993
Interest-bearing balances ............................... 1,138,362
Securities:
Held-to-maturity securities ............................. 1,062,074
Available-for-sale securities ........................... 4,167,240
Federal funds sold and Securities pur-
chased under agreements to resell ....................... 391,650
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................................................ 36,538,242
LESS: Allowance for loan and
lease losses .......................................... 631,725
LESS: Allocated transfer risk
reserve................................................ 0
Loans and leases, net of unearned
income, allowance, and reserve ........................ 35,906,517
Assets held in trading accounts ........................... 2,145,149
Premises and fixed assets (including
capitalized leases) ..................................... 663,928
Other real estate owned ................................... 10,895
Investments in unconsolidated
subsidiaries and associated
companies ............................................... 237,991
Customers' liability to this bank on
acceptances outstanding ................................. 992,747
Intangible assets ......................................... 1,072,517
Other assets .............................................. 1,643,173
-----------
Total assets .............................................. $55,830,236
===========
LIABILITIES
Deposits:
In domestic offices ..................................... $24,849,054
Noninterest-bearing ..................................... 10,011,422
Interest-bearing ........................................ 14,837,632
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ........................ 15,319,002
Noninterest-bearing ..................................... 707,820
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
Interest-bearing ........................................ 14,611,182
Federal funds purchased and Securities
sold under agreements to repurchase ..................... 1,906,066
Demand notes issued to the U.S. ...........................
Treasury ................................................ 215,985
Trading liabilities ....................................... 1,591,288
Other borrowed money:
With remaining maturity of one year
or less ............................................... 1,991,119
With remaining maturity of more than
one year through three years .......................... 0
With remaining maturity of more than
three years ........................................... 25,574
Bank's liability on acceptances exe-
cuted and outstanding ................................... 998,145
Subordinated notes and debentures ......................... 1,314,000
Other liabilities ......................................... 2,421,281
-----------
Total liabilities ......................................... 50,631,514
-----------
EQUITY CAPITAL
Common stock .............................................. 1,135,284
Surplus ................................................... 731,319
Undivided profits and capital
reserves ................................................ 3,328,050
Net unrealized holding gains
(losses) on available-for-sale
securities .............................................. 40,198
Cumulative foreign currency transla-
tion adjustments ........................................ (36,129)
-----------
Total equity capital ...................................... 5,198,722
-----------
Total liabilities and equity
capital ................................................. $55,830,236
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
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 Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi |
Alan R. Griffith | Directors
J. Carter Bacot |
- --------------------------------------------------------------------------------
2
