SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
AMENDMENT NO. 1 TO FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
PRIME SUCCESSION HOLDINGS, INC.
-----------------------------------------------------------------
(NAME OF APPLICANT)
3940 OLYMPIC BLVD., ERLANGER, KENTUCKY 41018
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
14.25% Mandatorily Convertible Senior Subordinated
Notes due 2004, or upon Conversion, 2009 $34,000,000
Approximate date of issuance: December 14, 2000
Name and address of agent for service: Gary L. Wright
Prime Succession Holdings, Inc.
3940 Olympic Boulevard
Suite 500
Erlanger, Kentucky 41018
(859) 746-6800
With a copy to:
Jeffrey Saferstein, Esq.
Paul, Weiss, Rifkind, Wharton &
Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
GENERAL
1. GENERAL INFORMATION. Furnish the following as to the
applicant:
a. Form of organization.
A corporation.
b. State or other sovereign power under the laws of
which organized.
Delaware.
2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts
relied upon by the applicant as a basis for the claim that registration of the
indenture securities under the Securities Act of 1933 is not required.
<PAGE>
Prime Succession Holdings, Inc., a Delaware corporation (the
"Company"), proposes to issue, as part of the Amended Joint Plan of
Reorganization of Prime Succession Holdings, Inc. and Prime Succession, Inc.
("Prime") and its Subsidiaries under Chapter 11 of the Bankruptcy Code (the
"Plan of Reorganization"), which was confirmed by the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") on November 8, 2000,
its 14.25% Mandatorily Convertible Senior Subordinated Notes due 2004, or upon
Conversion, 2009 (the "New Senior Subordinated Notes"). Pursuant to the Plan of
Reorganization, certain creditors of Prime, including the holders of Prime's 10
3/4% Senior Subordinated Notes due 2004 (the "Old Senior Subordinated Notes")
will receive New Senior Subordinated Notes and common stock of the Company, in
the amounts specified in the Plan of Reorganization. On August 21, 2000, the
Bankruptcy Court approved the Disclosure Statement accompanying the Plan of
Reorganization ( the "Disclosure Statement") as containing "adequate
information" for the purpose of soliciting votes of holders of claims against
Prime (including the holders of Old Senior Subordinated Notes) for acceptance or
rejection of the Plan of Reorganization (Case No. 00-2969 (PJW)). A copy of the
Disclosure Statement, with the Plan of Reorganization annexed thereto as an
exhibit, is attached hereto as Exhibit T3E. The New Senior Subordinated Notes
are to be issued under an indenture (the "Senior Subordinated Note Indenture")
between the Company and United States Trust Company of New York, a form of which
is attached hereto as Exhibit T3C.
The Company believes that the issuance of the New Senior Subordinated
Notes is exempt from the registration requirements of the Securities Act of 1933
(the "Securities Act") pursuant to Section 1145(a)(1) of the United States
Bankruptcy Code (the "Bankruptcy Code"). Generally, Section 1145(a)(1) of the
Bankruptcy Code exempts the issuance of securities from the registration
requirements of the Securities Act and equivalent state securities and "blue
sky" laws if the following conditions are satisfied: (i) the securities are
issued by a debtor, an affiliate participating in a joint plan of reorganization
with the debtor, or a successor of the debtor under a plan of reorganization,
(ii) the recipients of the securities hold a claim against, an interest in, or a
claim for an administrative expense against, the debtor, and (iii) the
securities are issued entirely in exchange for the recipient's claim against or
interest in the debtor, or are issued "principally" in such exchange and
"partly" for cash or property. The Company believes that the issuance of
securities contemplated by the Plan of Reorganization will satisfy the
aforementioned requirements.
AFFILIATIONS
3. AFFILIATES. Furnish a list or diagram of all affiliates of the
applicant and indicate the respective percentages of voting securities or other
bases of control.
The following sets forth the relationship among the Company and all of
its affiliates, including their respective percentages of voting securities, as
of December 5, 2000.
<TABLE>
<CAPTION>
1. OWNERS OF COMPANY %
----------------- --
<S> <C> <C> <C>
a. Loewen Group International, Inc. 21.8%
b. Blackstone Capital Partners II Merchant
Banking Fund L.P. and certain of its affiliates 77.6%
c. PSI Management Direct, L.P. .6%
2. SUBSIDIARIES OF COMPANY
a. Prime Succession, Inc. ........................100% owned
3. SUBSIDIARIES OF PRIME............all 100% owned,
directly or indirectly (except as noted)
a. Aaron Cremation & Burial Services, Inc.
b. Aaron-Cremation & Burial Services P.C.
c. Buckner-Rush Enterprises, Inc.
d. Bury-Pine Funeral Home, Inc.
e. Clary-Godwin Funeral Home, Inc.
f. Clayton Frank & Sons, Inc.
g. Comander Funeral Home, Inc.
h. Creation Society of America, Incorporated
i. Fraser Funeral Home, Inc.
j. Fred Hunter Memorial Services, Inc.
k. Grotewold Simi Valley Mortuary, Inc.
l. Hughes Funeral Chapel
m. J&W, Inc.
</TABLE>
2
<PAGE>
n. John A. Beck Company 1/
o. Lambert Corporation, Inc.
p. McWane Family Funeral Home, Inc.
q. Neal-Tarpley, Inc.
r. Pine Funeral Home, Inc.
s. Prime Business Solutions, Inc.
t. Prime Business Solutions of Kentucky, Inc.
u. Prime Enterprises of California, Inc.
v. Prime Holdings of Arkansas, Inc.
w. Prime Holdings of California, Inc.
x. Prime Holdings of Minnesota, Inc.
y. Prime Holdings of Nebraska, Inc.
z. Prime Holdings of Ohio, Inc.
aa. Prime Holdings of West Virginia, Inc.
bb. Prime Indiana Limited Partnership
cc. Prime Succession of Alabama, Inc.
dd. Prime Succession of Arizona, Inc.
ee. Prime Succession of Arkansas, Inc.
ff. Prime Succession of California, Inc.
gg. Prime Succession of Florida, Inc.
hh. Prime Succession of Georgia, Inc.
ii. Prime Succession of Illinois, Inc.
jj. Prime Succession of Iowa, Inc.
kk. Prime Succession of Kentucky, Inc.
ll. Prime Succession of Minnesota, Inc.
mm. Prime Succession of Missouri, Inc.
nn. Prime Succession of Nebraska, Inc.
oo. Prime Succession of New York, Inc.
pp. Prime Succession of Tennessee, Inc.
qq. Prime Succession of Texas, Inc.
rr. Prime Succession Partners, Inc.
ss. Roselawn Memorial Gardens, Inc.
tt. Rostad Mortuary, Inc.
uu. Talisman Enterprises, Inc.
vv. The Funeral Outlet Store, Inc.
ww. Whitney & Murphy Funeral Homes, Inc.
xx. Whitney & Murphy Life Insurance Agency, Inc.
The following diagram sets forth the relationship among the Company and
all of its affiliates, including their respective percentages of voting
securities, upon the effectiveness of the Plan of Reorganization (the "Effective
Date") 2/.
<TABLE>
<CAPTION>
1. OWNERS OF COMPANY %
----------------- --
<S> <C>
a. Oaktree Capital Management, LLC.................................................22.5%
b. AXP Variable Portfolio and certain of its affiliates............................19.7%
c. PPM America and certain of its affiliates.......................................23.5%
d. Loewen Group International, Inc. 3/...............................................10%
e. Directors and Officers as a group4/................................................5%
2. SUBSIDIARIES OF COMPANY........................................................100% owned
a. Prime Succession, Inc.
</TABLE>
------------------------
1/ 83.3% owned by Prime.
2/ The percentages set forth below are estimated and may change depending
upon the amount of allowable claims under Class 5 of the Plan of
Reorganization.
3/ Pursuant to the Plan of Reorganization, upon the Effective Date, Loewen
Group International, Inc. will receive warrants to purchase up to
500,000 shares of Common Stock.
4/ Pursuant to a management incentive plan, members of management will
have the option to purchase up to 5% of the Company's Common Stock on
the terms and conditions set forth therein.
3
<PAGE>
3. SUBSIDIARIES OF PRIME............all 100% owned,
directly or indirectly (except as noted)
a. Aaron Cremation & Burial Services, Inc.
b. Aaron-Cremation & Burial Services P.C.
c. Buckner-Rush Enterprises, Inc.
d. Bury-Pine Funeral Home, Inc.
e. Clary-Godwin Funeral Home, Inc.
f. Clayton Frank & Sons, Inc.
g. Comander Funeral Home, Inc.
h. Creation Society of America, Incorporated
i. Fraser Funeral Home, Inc.
j. Fred Hunter Memorial Services, Inc.
k. Grotewold Simi Valley Mortuary, inc.
l. Hughes Funeral Chapel
m. J&W, Inc.
n. John A. Beck Company 5/
o. Lambert Corporation, Inc.
p. McWane Family Funeral Home, Inc.
q. Neal-Tarpley, Inc.
r. Pine Funeral Home, Inc.
s. Prime Business Solutions, Inc.
t. Prime Business Solutions of Kentucky, Inc.
u. Prime Enterprises of California, Inc.
v. Prime Holdings of Arkansas, Inc.
w. Prime Holdings of California, Inc.
x. Prime Holdings of Minnesota, Inc.
y. Prime Holdings of Nebraska, Inc.
z. Prime Holdings of Ohio, Inc.
aa. Prime Holdings of West Virginia, Inc.
bb. Prime Indiana Limited Partnership
cc. Prime Succession of Alabama, Inc.
ee. Prime Succession of Arizona, Inc.
ff. Prime Succession of Arkansas, Inc.
gg. Prime Succession of California, Inc.
hh. Prime Succession of Florida, Inc.
ii. Prime Succession of Georgia, Inc.
jj. Prime Succession of Illinois, Inc.
kk. Prime Succession of Iowa, Inc.
ll. Prime Succession of Kentucky, Inc.
mm. Prime Succession of Minnesota, Inc.
nn. Prime Succession of Missouri, Inc.
oo. Prime Succession of Nebraska, Inc.
pp. Prime Succession of New York, Inc.
qq. Prime Succession of Tennessee, Inc.
rr. Prime Succession of Texas, Inc.
ss. Prime Succession Partners, Inc.
tt. Roselawn Memorial Gardens, Inc.
uu. Rostad Mortuary, Inc.
vv. Talisman Enterprises, Inc.
ww. The Funeral Outlet Store, Inc.
xx. Whitney & Murphy Funeral Homes, Inc.
yy. Whitney & Murphy Life Insurance Agency, Inc.
MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete
mailing addresses of all directors and executive officers of the applicant and
all persons chosen to become directors or executive officers. Indicate all
offices with the applicant held or to be held by each person named.
------------------------
5/ 83.3% owned by Prime.
4
<PAGE>
The following chart sets forth the directors and executive officers of
the Company as of December 5, 2000. Except as otherwise noted below, the address
for each director and executive officer listed below is 3940 Olympic Blvd.,
Erlanger, Kentucky.
NAME OFFICE
---- ------
Gary L. Wright President and Chief Executive Officer,
Director
Arthur J. Ansin Executive Vice President, Secretary,
Treasurer, Chief Financial Officer and
Director
Greg Hilgendorf Senior Vice President
Brian Clary Corporate Controller
Peter Cooper General Counsel
Chinh Chu Director
345 Park Avenue, 31st Floor
New York, NY 10154
Peter K. Grunebaum Director
750 Lexington Avenue, 30th Floor
New York, NY 10022
Clifford R. Hinkle Director
111 South Monroe St., Suite 2000-B
Tallahassee, FL 32301
Howard A. Lipson Director
345 Park Avenue, 31st Floor
New York, NY 10154
Richard Lappin Director
345 Park Avenue, 31st Floor
New York, NY 10154
Morley Handford Director
12532 28A Avenue, N.W.
Edmonton, AB T6J 4C9
The following chart sets forth the persons chosen to be directors and
executive officers of the Company as of the Effective Date. Except as otherwise
noted below, the address for each director and executive officer listed below is
3940 Olympic Blvd., Erlanger, Kentucky.
NAME OFFICE
---- ------
Gary L. Wright President and Chief Executive Officer,
Director
Arthur J. Ansin Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
Greg Hilgendorf Senior Vice President
Brian Clary Corporate Controller
Peter Cooper General Counsel
Charles MacAluso Director 6/
48 Dorchester Road
Darien, CT 06820
------------------------
6/ Two additional directors will be chosen by the holders of the New
Senior Subordinated Notes on or about the Effective Date.
5
<PAGE>
Roy Hendon Director
14304 Cobble Court
Chesterfield, MO 63017
5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following
information as to each person owning 10 percent or more of the voting securities
of the applicant.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
NAME AND COMPLETE TITLE OF CLASS AMOUNT OWNED PERCENTAGE OF
MAILING ADDRESS OWNED VOTING SECURITIES
OWNED
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
a. Loewen Group International, Inc. Common 213.23523 21.8%
c/o The Loewen Group, Inc.
4126 Norland Avenue
Burnaby, British Columbia V56 3S8
b. Blackstone Group Capital Partners II Common 758.08824 77.6%
Merchant Banking Fund L.P. and
certain of its affiliates
345 Park Avenue,
31st Floor
New York, NY 10154
Upon the effectiveness of the Plan of Reorganization, the Company will
have the following principal owners7/:
a. Oaktree Capital Management, LLC Common 1,127,382 22.5%
333 South Grand Ave.
Los Angeles, CA 90071
b. AXP Variable Portfolio and certain of Common 986,459 19.7%
its affiliates
c/o IDS/American Express
733 Marquette Ave. South
Minneapolis, MN 554023
c. PPM America and certain of its Common 1,174,356 23.5%
affiliates
225 West Wacker Drive
Chicago, Il 60606
d. Loewen Group International, Inc. Common 500,000 8/ 10%
c/o The Loewen Group, Inc.
4126 Norland Avenue
Burnaby, British Columbia V56 3S8
</TABLE>
UNDERWRITERS
6. UNDERWRITERS. Give the name and complete mailing address of
(a) each person who, within three years prior to the date of filing the
application, acted as an underwriter of any securities of the obligor which were
outstanding
------------------------
7/ The number and percentage of shares to be issued upon the Effective
Date to the holders listed below are estimated and may change depending
upon the amount of allowable claims under Class 5 of the Plan of
Reorganization.
8/ Pursuant to the Plan of Reorganization, upon the Effective Date, Loewen
Group International, Inc. will receive warrants to purchase up to
500,000 shares of Common Stock.
6
<PAGE>
on the date of filing the application, and (b) each proposed principal
underwriter of the securities proposed to be offered. As to each person
specified in (a), give the title of each class of securities underwritten.
a. None.
b. None.
CAPITAL SECURITIES
7. CAPITALIZATION. a. Furnish the following information as to
each authorized class of securities of the applicant.
As of December 5, 2000 (Insert date within 31 days)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
--------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per share 1,000 shares 977.94118 shares
10% Paid in Kind Cumulative Preferred Stock 20,000 shares 6,350 shares
Old Senior Subordinated Notes $100,000,000 $100,000,000
</TABLE>
As of the Effective Date of the Plan of Reorganization
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
--------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per share 12,000,000 shares 5,000,000 shares
New Senior Subordinated Notes $34,000,000 10/ $20,000,000
</TABLE>
b. Give a brief outline of the voting rights of each
class of voting securities referred to in paragraph (a) above.
Each outstanding share of the Company's Common Stock has, and will
have, one vote with respect to all matters subject to common stockholder vote.
Holders of the New Senior Subordinated Notes will not have any voting
rights by reason of ownership of those securities.
INDENTURE SECURITIES
8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the
analysis of indenture provisions required under Section 305(a)(2) of the Act.11/
(A) Events of Default and Notice of Default.
The following are Events of Default under the Indenture:
(1) the Company defaults in the payment of interest on
any Note when the same becomes due and payable, and such default continues for a
period of 30 days;
(2) the Company defaults in the payment of the principal
of or any premium on any Note when the same becomes due and payable at maturity,
upon redemption or otherwise;
------------------------
9/ The new Common Stock and New Senior Subordinated Notes will be issued
as soon as practicable following the Effective Date, subject to a
claims resolution process.
10/ The original principal amount of the Notes shall not exceed
$20,000,000, but additional Notes may be issued in lieu of cash
interest payments.
11/ All capitalized terms used in this Item 8 shall have the same meaning,
unless otherwise defined, as that provided in the Senior Subordinated
Note Indenture.
7
<PAGE>
(3) the Company fails to perform any covenant contained
in Section 5.1 of the Indenture;
(4) the Company fails to comply with any of its other
agreements or covenants in or provisions of the Notes or the Indenture,
and such failure continues for 30 days after the Company has been given
written notice of such default by the Trustee or the holders of 25% in
principal amount of the Notes;
(5) Indebtedness of the Company or any Subsidiary is
accelerated by the holder thereof because of a default thereunder and
the total amount of such accelerated indebtedness exceeds $1,000,000;
(6) any proceeding shall be instituted against the
Company or any Significant Subsidiary (but not instituted by it) under
any Bankruptcy Law or seeking the entry of an order for relief or the
appointment of a Custodian and such proceeding shall remain undismissed
and unstayed for a period of 60 days or any of the actions sought in
such proceeding shall occur;
(7) the Company or any Significant Subsidiary pursuant to
or within the meaning of Title 11 of the United States Code or any
other Bankruptcy Law:
(i) commences a voluntary case in bankruptcy or
any other action or proceeding for any other relief under
Bankruptcy Law or under any other law affecting creditors'
rights that is similar to a Bankruptcy Law;
(ii) consents to the commencement against it of
an involuntary case;
(iii) files an answer in an involuntary case
commenced against it;
(iv) seeks or consents to the appointment of a
Custodian of it or for all or substantially all of its
Property;
(v) makes a general assignment for the benefit
of its creditors; or
(vi) admits in writing to its inability to pay
its debts as the same become due; or
(8) any judgment, order or decree is entered against the
Company or any Subsidiary for the payment of money (not paid by
insurance) in excess of $1,000,000 and such judgment order or decree
remains outstanding and unstayed for 60 days following the entry
thereof; or
(9) any other Event of Default provided with respect to
such security.
If a default occurs and is continuing and if its actually
known to the Trustee, the Trustee shall mail to each Holder, notice of the
Default within 30 days after it receives actual notice thereof, but in no event
later than 90 days after such Default occurs. Except in the case of a Default in
the payment of the principal of, premium, if any, or interest on any Note, the
Trustee may withhold such notice if and so long as a committee of Its Trust
Officers in good faith determines that the withholding of such notice is in the
interest of the Holders of the Note.
(B) Authentication and Delivery of the Notes and the Application
of Proceeds Thereof.
At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Notes; and the Trustee in accordance with
such Company Order shall authenticate and deliver such Notes as provided in this
Indenture and not otherwise.
Each Note shall be dated the date of its authentication.
No Note shall be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for in the
Indenture duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.
The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Notes on behalf of the Trustee. Unless
limited by the terms of such appointment, an authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in the
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar or Paying
Agent to deal with the Company and its Affiliates. The Notes are being issued to
creditors of Prime Succession Inc. in accordance with the Plan of
Reorganization.
8
<PAGE>
(C) Release of Property Subject to the Lien of the Indenture.
The Company's obligations under the Notes issued under the
Indenture are not secured by any liens or security interests on any assets of
the Company. Accordingly, the Indenture does not contain any provisions with
respect to the release or the release and substitution of any property subject
to such lien.
(D) Satisfaction and Discharge of Indenture.
The Indenture will cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of Notes expressly
provided for therein) and the Trustee, upon the request and at the expense of
the Company, will execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when (a) either (1) all the Notes theretofore
authenticated and delivered (other than (i) Notes which were destroyed, lost or
stolen and which were replaced or paid or (ii) all Notes for whose payment
United States dollars have theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust) have been delivered to the Trustee for cancellation; or (2) all
such Notes not theretofore delivered to the Trustee for cancellation (x) have
become due and payable, (y) are called for redemption by the Company and at the
expense of the Company on the terms set forth in the Indenture; and the Company
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust an amount, in United States dollars sufficient to pay and
discharge the entire Indebtedness on the Notes not theretofore delivered to the
Trustee for cancellation, including the principal of, premium, if any, and
accrued interest on such Notes at such maturity, Stated Maturity or redemption
date or (z) are converted into Common Stock pursuant to Article XI of the
Indenture; (b) the Company has paid or caused to be paid all other sums payable
under the Indenture by the Company; and (c) the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating that (i)
all conditions precedent relating to the satisfaction and discharge of the
Indenture have been complied with and (ii) such satisfaction and discharge will
not result in a breach or violation of, or constitute a default under, the
Indenture or any other material agreement or instrument to which the Company or
any Subsidiary is a party or by which the Company or any Subsidiary is bound.
Any money deposited with the Trustee, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal
and premium, if any, or interest has become due and payable shall promptly be
paid to the Company upon request or (if then held by the Company) shall be
discharged from such trust; and the holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.
Subject to the provisions of the previous paragraph, all
United States dollars deposited with the Trustee pursuant to Section 8.1 of the
Indenture shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
of, premium, if any, and interest on the Notes for whose payment such United
States dollars have been deposited with the Trustee.
Notwithstanding the satisfaction and discharge of the
Indenture, the obligations of the Company to compensate the Trustee and, if
United States dollars shall have been deposited with the Trustee pursuant to
subclause (ii) of Subsection (a) of Section 8.1 of the Indenture, the
obligations of the Trustee under the previous two paragraphs shall survive.
(E) Evidence as to Compliance with Conditions and Covenants.
The Company will deliver to the Trustee not more than 120 days
after the end of each fiscal year of the Company, a written statement signed by
two executive officers of the Company, one of whom shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company, stating whether or not, after a review of the activities of the
Company during such year and of the Company's performance under the Indenture,
to the best knowledge, based on such review, of the signers thereof, the Company
has fulfilled all of its obligations and is in compliance with all conditions
and covenants under the Indenture throughout such year and, if there has been a
Default specifying each Default and the nature and status thereof and any
actions being taken by the Company with respect thereto.
9. OTHER OBLIGORS. Give the name and complete mailing address of
any person, other than the applicant, who is an obligor upon the indenture
securities.
None
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for
qualification comprises--
a. Pages numbered 1 to 10, consecutively.
9
<PAGE>
b. The statement of eligibility and qualification of each trustee
under the indenture to be qualified (included as Exhibit 99.1 hereto).
c. The following exhibits in addition to those filed as a part of
the statement of eligibility and qualification of each trustee.
Exhibit T3A. Form of Amended and Restated Certificate of Incorporation of
the Company (revised from version filed with Form T-1).
Exhibit T3B. Form of Amended and Restated By-Laws of the Company (revised
from version filed with Form T-1).
Exhibit T3C. Form of the Senior Subordinated Note Indenture between the
Company and United States Trust Company of New York (revised
from version filed with Form T-1).
Exhibit T3D. Not applicable.
Exhibit T3E. A copy of the Disclosure Statement, as amended, regarding the
Plan of Reorganization, as amended, with certain exhibits
thereto (previously filed with the commission on August 28,
2000 with Form T-1).
Exhibit T3F. A cross reference sheet showing the location in the Senior
Subordinated Note Indenture of the provisions inserted therein
pursuant to Sections 310 through 318(a), inclusive, of the
Trust Indenture Act of 1939 (included in Exhibit T3C).
Exhibit 99.1 Statement of Eligibility on Form T-1 (previously filed with
the commission on August 28, 2000 with Form T-1).
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Prime Succession Holdings, Inc., a corporation organized and existing
under the laws of Delaware, has duly caused this 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 Erlanger and State of
Kentucky, on the 25th day of August, 2000.
PRIME SUCCESSION HOLDINGS, INC.
Attest: /s/ Arthur J. Ansin By: /s/ Gary L. Wright
---------------------- ---------------------------------------
Name: Arthur J. Ansin Name: Gary L. Wright
Title: Secretary Title: President and CEO
11
