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OMB APPROVAL
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OMB Number: 3235-0105
Expires: December 31, 1996
Estimated average burden
hours per response....55.00
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
RB ASSET, INC.
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(Name of applicant)
645 Fifth Avenue New York, New York 10022
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(Address of principal executive offices)
Securities to be Issued Under the Indenture to be Qualified
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<CAPTION>
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Title of Class Amount
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Increasing Rate Junior Subordinated Notes due 2006 $36,316,000*
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Approximate date of proposed On or promptly after the date of acceptance of
public offering: shares of 15% Non-Cumulative Perpetual Preferred
Stock, Series A, par value $1.00, pursuant to
the Offering Circular dated November 25, 1998,
incorporated by reference herein as Exhibit
T3E1 hereto.
Name and address of agent Nelson L. Stephenson, President
for service: RB Asset, Inc.
645 Fifth Avenue
New York, New York 10022
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* Plus such additional principal amount of Subordinated Notes as may be issued
in payment of interest on the Subordinated Notes from the date of their initial
issuance until the semi-annual interest period beginning on January 16, 2002.
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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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Contents of application for qualification. This application for
qualification comprises--
(a) Pages numbered 1 to 4, consecutively.
(b) The statement of eligibility and qualification of each trustee under
the indenture to be qualified.
(c) The following exhibits in addition to those filed as a part of the
statement of eligibility and qualification of each trustee.
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Exhibit T3A Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1998.
Exhibit T3B By-Laws of the Company, incorporated by reference to Exhibit 3.4
to the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998.
Exhibit T3C Form of Indenture by and between the Company and LaSalle National
Bank, incorporated by reference to Exhibit (b)(1) to the
Company's Schedule 13E-4 Issuer Tender Offer Statement Amendment
No. 2 dated December 22, 1998.
Exhibit T3E1 Offering Circular of the Company dated November 25, 1998,
incorporated by reference to Exhibit (a)(1) to the Company's
Schedule 13E-4 Issuer Tender Offer Statement dated November 25,
1998.
Exhibit T3E2 Letter of Transmittal of the Company dated November 25, 1998,
incorporated by reference to Exhibit (a)(2) to the Company's
Schedule 13E-4 Issuer Tender Offer Statement dated November 25,
1998.
Exhibit T3E3 Notice of Guaranteed Delivery of the Company dated November 25,
1998, incorporated by reference to Exhibit (a)(3) to the
Company's Schedule 13E-4 Issuer Tender Offer Statement dated
November 25, 1998.
Exhibit T3E4 Letter to Holders of the 15% Non-Cumulative Perpetual Preferred
Stock, Series A, par value $1.00 of the Company dated November
25, 1998, incorporated by reference to Exhibit (a)(4) to the
Company's Schedule 13E-4 Issuer Tender Offer Statement dated
November 25, 1998.
Exhibit T3E5 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees of the Company dated November 25, 1998,
incorporated by reference to Exhibit (a)(5) to the Company's
Schedule 13E-4 Issuer Tender Offer Statement dated November 25,
1998.
Exhibit T3E6 Letter to Clients of the Company dated November 25, 1998,
incorporated by reference to Exhibit (a)(6) to the Company's
Schedule 13E-4 Issuer Tender Offer Statement dated November 25,
1998.
Exhibit T3E7 IRS Guidelines, incorporated by reference to Exhibit (a)(7) to
the Company's Schedule 13E-4 Issuer Tender Offer Statement dated
November 25, 1998.
Exhibit T3F Cross Reference Sheet showing the location on the indenture of
the provisions inserted thereon pursuant to Sections 310 through
318(a), inclusive, of the Trust Indenture Act of 1939, as amended
(included in Exhibit T3C).
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Exhibit 99* Statement of Eligibility and Qualification on Form T-1 of LaSalle
National Bank, as Trustee.
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* Previously filed
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, RB Asset, Inc., a corporation organized and existing under the laws
of Delaware, has duly caused this amendment to 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 New York, and State of New
York, on the 22nd day of December, 1998.
(SEAL)
RB ASSET, INC.
By /s/ Nelson L. Stephenson
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Name: Nelson L. Stephenson
Title: President and Chief Executive Officer
Attest: /s/ Shiela Boyd
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Name: Shiela Boyd
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