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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
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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) __
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BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association 31-0838515
(I.R.S. employer
identification number)
100 East Broad Street, Columbus, Ohio 43271-0181
(Address of principal executive offices) (Zip Code)
Bank One Trust Company, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attn: Sandra L. Caruba, Vice President, (312) 336-9436
(Name, address and telephone number of agent for service)
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APW LTD.
(Exact name of obligor as specified in its charter)
BERMUDA 04-2576375
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Clarendon House, Church Street
P.O.Box 666
Hamilton HM CX, Bermuda
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
(Address of principal executive offices) (Zip Code)
Debt Securities
Convertible Debt Securities
(Title of Indenture Securities)
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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.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificate of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
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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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, National Association, a
national banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of Eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago and State of Illinois, on the 26th day of September,
2000.
Bank One Trust Company, National Association,
Trustee
By /s/ Sandra L. Caruba
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Sandra L. Caruba
Vice President
*Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust Company,
National Association, filed as Exhibit 25 to the Registration Statement on Form
S-4 of U S WEST Communications, Inc., filed with the Securities and Exchange
Commission on March 24, 2000 (Registration No. 333-32124).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
September 26, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between APW Ltd. and Bank
One Trust Company, National Association, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
Bank One Trust Company, National Association
By: /s/Sandra L. Caruba
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Sandra L. Caruba
Vice President
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EXHIBIT 7
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<S> <C> <C> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400003
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Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
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Schedule RC--Balance Sheet
Dollar Amounts in thousands C300
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ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCON
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a. Noninterest-bearing balances and currency and coin(1)..... 0081 48,450 1.a
b. Interest-bearing balances(2).............................. 0071 17,750 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B,
column A).................................................... 1754 0 2.a
b. Available-for-sale securities (from Schedule
RC-B, column D).............................................. 1773 5,714 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 396,644 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCON
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RC-C)........................................................ 2122 87,817 4.a
b. LESS: Allowance for loan and lease losses................. 3123 10 4.b
c. LESS: Allocated transfer risk reserve..................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCON
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reserve (item 4.a minus 4.b and 4.c)......................... 2125 87,807 4.d
5. Trading assets (from Schedule RD-D).......................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 25,200 6.
7. Other real estate owned (from Schedule RC-M)................. 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding. 2155 0 9.
10. Intangible assets (from Schedule RC-M)....................... 2143 26,345 10.
11. Other assets (from Schedule RC-F)............................ 2160 176,297 11.
12. Total assets (sum of items 1 through 11)..................... 2170 784,207 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 East Broad Street Vendor ID: D Cert #" 21377 Page RC-2
City, State Zip: Columbus, OH 43271 Transit #: 04400003
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Schedule RC-Continued
Dollar Amounts in
Thousands
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LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C ----
from Schedule RC-E, part 1)................................. 2200 567,764 13.a
(1) Noninterest-bearing(1).................................. 6631 506,455 13.a1
(2) Interest-bearing........................................ 6636 61,309 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)..........................
(1) Noninterest bearing.....................................
(2) Interest-bearing........................................
14. Federal funds purchased and securities sold under agreements
to repurchase:................................................. RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury.................... RCON 2840 0 15.a
b. Trading Liabilities(from Sechedule RC-D).................... RCFD 3548 0 15.b
RCON
16. Other borrowed money: ----
a. With original maturity of one year or less.................. 2332 0 16.a
b. With original maturity of more than one year................ A547 0 16.b
c. With original maturity of more than three years ............ A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding........ 2920 0 18.
19. Subordinated notes and debentures.............................. 3200 0 19.
20. Other liabilities (from Schedule RC-G)......................... 2930 83,885 20.
21. Total liabilities (sum of items 13 through 20)................. 2948 651,649 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................. 3838 0 23.
24. Common stock................................................... 3230 800 24.
25. Surplus (exclude all surplus related to preferred stock)....... 3839 45,157 25.
26. a. Undivided profits and capital reserves...................... 3632 86,585 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................................. 8434 16 26.b
c. Accumulated net gains (losses) on cash flow hedges.......... 4336 0 26.c
27. Cumulative foreign currency translation adjustments...........
28. Total equity capital (sum of items 23 through 27).............. 3210 132,558 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28).......................... 3300 784,207 29.
Memorandum
To be reported only with the March Report of Condition. [ N/A ]
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of
auditing work performed for the bank by independent external auditors as of any date during 1996.. .RCFD 6724. ... Number M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
