AMERICAN TOWER CORP /MA/
305B2, 2000-07-25
COMMUNICATIONS SERVICES, NEC
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                                    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) |__|
                           ---------------------------

                              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)
                           ---------------------------

                           AMERICAN TOWER CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                65-0723837
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

116 Huntington Avenue
Boston, Massachusetts                                   02116
(Address of principal executive offices)                (Zip code)

                           ---------------------------

                                 Debt Securities
                       (Title of the indenture securities)
<PAGE>



1.    General information.  Furnish the following information as to the Trustee:
<TABLE>
<CAPTION>

         (a)      Name and address of each examining or supervising authority to which it is subject.

                       Name                                                        Address
       <S>                                                      <C>

        Superintendent of Banks of the State of New York         2 Rector Street, 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 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.)

                                      -2-
<PAGE>


          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.


                                      -3-
<PAGE>



                                    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 21st day of July, 2000.


                                     THE BANK OF NEW YORK


                                     By:  /s/MARY BETH A. LEWICKI
                                          ---------------------------
                                          Name:  MARY BETH A. LEWICKI
                                          Title:    VICE PRESIDENT





                                   -4-

<PAGE>

                       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,
1999,  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 .............................................        $  3,247,576
   Interest-bearing balances ..............................           6,207,543
Securities:
   Held-to-maturity securities ............................             827,248
   Available-for-sale securities ..........................           5,092,464
Federal funds sold and Securities purchased
   under agreements to resell .............................           5,306,926
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income ...............................................          37,734,000
   LESS: Allowance for loan and
     lease losses .........................................             575,224
   LESS: Allocated transfer risk
     reserve ..............................................              13,278
   Loans and leases, net of unearned income,
     allowance, and reserve ...............................          37,145,498
Trading Assets ............................................           8,573,870
Premises and fixed assets (including
   capitalized leases) ....................................             723,214
Other real estate owned ...................................              10,962
Investments in unconsolidated subsidiaries
   and associated companies ...............................             215,006
Customers' liability to this bank on
   acceptances outstanding ................................             682,590
Intangible assets .........................................           1,219,736
Other assets ..............................................           2,542,157
                                                                   ------------
Total assets ..............................................        $ 71,794,790
                                                                   ============
<PAGE>

LIABILITIES
Deposits:
   In domestic offices ....................................        $ 27,551,017
   Noninterest-bearing ....................................          11,354,172
   Interest-bearing .......................................          16,196,845
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...............................          27,950,004
   Noninterest-bearing ....................................             639,410
   Interest-bearing .......................................          27,310,594
Federal funds purchased and Securities sold
   under agreements to repurchase .........................           1,349,708
Demand notes issued to the U.S.Treasury ...................             300,000
Trading liabilities .......................................           2,339,554
Other borrowed money:
   With remaining maturity of one year or
    less ..................................................             638,106
   With remaining maturity of more than one
    year through three years ..............................                 449
   With remaining maturity of more than
    three years ...........................................              31,080
Bank's liability on acceptances executed and
   outstanding ............................................             684,185
Subordinated notes and debentures .........................           1,552,000
Other liabilities .........................................           3,704,252
                                                                   ------------
Total liabilities .........................................          66,100,355
                                                                   ============
EQUITY CAPITAL
Common stock ..............................................           1,135,284
Surplus ...................................................             866,947
Undivided profits and capital reserves ....................           3,765,900
Net unrealized holding gains (losses) on
   available-for-sale securities ..........................             (44,599)
Cumulative foreign currency translation
   adjustments ............................................             (29,097)
                                                                   ------------
Total equity capital ......................................           5,694,435
                                                                   ------------
Total liabilities and equity capital ......................        $ 71,794,790
                                                                   ============

<PAGE>

         I, Thomas J.  Mastro,  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.

                                                         Thomas J. Mastro

         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
Gerald L. Hassell



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