MORGAN, LEWIS & BOCKIUS
PHILADELPHIA COUNSELORS AT LAW WASHINGTON
NEW YORK 101 PARK AVENUE LOS ANGELES
MIAMI NEW YORK, NEW YORK 10178 HARRISBURG
PRINCETON TELEPHONE: (212) 309-6000 LONDON
BRUSSELS FAX: (212) 309-6273 FRANKFURT
TOKYO
June 22, 1995
VIA EDGAR TRANSMISSION
Attention: File Support, EDGAR
Securities and Exchange Commission
Operations Center, Stop 0-7
6432 General Greenway
Alexandria, VA 22312
Re: National Patent Development Corporation Amendment No. 1
to Form T-3 File No. 022-22207 and Bank of Montreal Trust
Company Form T-1
_________________________________________________________
Ladies and Gentlemen:
On behalf of National Patent Development Corporation (the
"Company") and Bank of Montreal Trust Company (the "Trustee"), we have
transmitted via EDGAR, pursuant to the Trust Indenture Act of 1939, as
amended (the "Act"), the Company's Amendment No. 1 to Form T-3 File No.
022-22207, accompanied by the Trustee's Form T-1, with exhibits, in
connection with the Company's offer to exchange (the "Offer") (i) 8%
Bonds denominated in Swiss Francs and issued by the Company due June 28,
2000 (the "New Bonds"), in a principal amount of SFr. 650, and (ii) SFr.
600 in cash for each SFr. 1,000 in principal amount of 6% Convertible
Bonds Due March 7, 1995 (Swiss Security No. 887283), 5 3/4% Convertible
Bonds Due May 9, 1995 (Swiss Security No. 887284), 5 5/8% Convertible
Bonds Due March 18, 1996 (Swiss Security No. 887286) and 8% Bonds due
March 1, 1995 (Swiss Security No. 887282), and (a) New Bonds in a
principal amount equivalent to US $650 and (b) Swiss Francs cash with a
value equivalent to US $600 for each US $1,000 in principal amount of 7%
Dual Currency Convertible Bonds Due March 18, 1996 (Swiss Security No.
887287).
The payment of the filing fee prescribed by Section 307(b) of
the Act in the amount of $100.00 has been previously paid by the Company
as part of the filing of the Form T-3 on May 11, 1995.
Should you have any comments or questions as to the Offer,
please call either David Pollak at (212) 309-6058 or me at (212) 309-
6372.
Sincerely,
Renee E. Becnel
Enclosure
<PAGE>
<PAGE>2
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
NATIONAL PATENT DEVELOPMENT CORPORATION
_______________________________________________________________
(Name of applicant)
9 West 57th Street
New York, New York 10019
________________________________________________________________
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE
TO BE QUALIFIED:
TITLE OF CLASS AMOUNT
_________________________ _________________
8% Bonds due June 28, 2000 Swiss Francs 5,260,000
Approximate date of proposed public offering: As soon as practicable
after this application for qualification becomes effective.
Name and address of agent With a copy to:
for service:
Lawrence M. Gordon, Esq. David W. Pollak, Esq.
Vice President and General Counsel Morgan, Lewis & Bockius
National Patent Development 101 Park Avenue
Corporation New York, NY 10178
9 West 57th Street
New York, New York 10019
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 an amendment which specifically
states that it shall supersede this application, 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.
<PAGE>
<PAGE>3
Contents of Application for Qualification.
_________________________________________
This application for qualification comprises:
(a) Pages numbered 1 through 12, consecutively.
*(b) A statement of eligibility and qualification of the Trustee
on Form T-l.
(c) The following exhibits in addition to those to be filed as
part of the statement of eligibility and qualification of the Trustee:
***T3A.1 Certificate of Amendment of Restated Certificate of
Incorporation of National Patent Development Corporation, is
incorporated herein by reference to National Patent's Annual
Report on Form l0-K for the year ended December 31, 1984.
***T3A.2 Amendment to the Restated Certificate of Incorporation of
National Patent Development Corporation, is incorporated by
reference to National Patent's Annual Report on Form 10-K
for the year ended December 31, 1987.
***T3B By-laws of National Patent Development Corporation, as amended,
are incorporated herein by reference to National Patent's
Annual Report on Form 10-K for the year ended
December 31, 1986.
**T3C Form of Indenture to be entered into between National Patent
Development Corporation and Bank of Montreal Trust Company, as
Trustee, relating to the New Bonds.
***T3E.1 Offering Circular, dated May 16, 1995, is incorporated
herein by reference to the Issuer Tender Offer Statement on
Schedule 13E-4, filed by National Patent Development
Corporation on May 16, 1995 (final version of previously
filed document).
***T3E.2 Form of Letter of Instructions is incorporated herein by
reference to the Issuer Tender Offer Statement on Schedule
13E-4, filed by National Patent Development Corporation on
May 16, 1995 (final version of previously filed document).
***T3E.3 Advertisement published in The New York Times on May 16,
1995 is incorporated herein by reference to the Issuer
Tender Offer Statement on Schedule 13E-4, filed by National
Patent Development Corporation on May 16, 1995.
***T3E.4 Notice, announcing the extension of the Offer, published in
The Wall Street Journal on June 19, 1995 is incorporated
herein by reference to Amendment No. 1 to the Issuer Tender
Offer Statement on Schedule 13E-4, filed by National Patent
Development Corporation on June 22, 1995.
**T3F Cross-reference sheet (included as part of Exhibit T3C).
__________________________________
* Filed herewith.
** Previously filed.
*** Incorporated by reference to the filing indicated.
<PAGE>
<PAGE>4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the applicant, National Patent Development Corporation, a corporation
organized and existing under the laws of the State 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 New York, and the State of New York, on the
22nd day of June, 1995.
NATIONAL PATENT DEVELOPMENT
CORPORATION
By: Lawrence M. Gordon
_________________________
Name: Lawrence M. Gordon
Title: Vice President
<PAGE>
<PAGE>5
EXHIBIT INDEX
Document Page Number
________ ___________
**T3A.1 Certificate of Amendment of Restated
Certificate of Incorporation of National Patent
Development Corporation, is incorporated herein
by reference to National Patent's Annual Report
on Form l0-K for the year ended December 31,
1984.
**T3A.2 Amendment to the Restated Certificate of
Incorporation of National Patent Development
Corporation, is incorporated by reference to
National Patent's Annual Report on Form l0-K
for the year ended December 31, 1987.
**T3B By-laws of National Patent Development Corporation, as
amended, are incorporated herein by reference to National
Patent's Annual Report on Form l0-K for the year ended
December 31, 1986.
*T3C Form of Indenture to be entered into between
National Patent Development Corporation and Bank of
Montreal Trust Company, as Trustee, relating to the
New Bonds.
**T3E.1 Offering Circular, dated May 16, 1995, is
incorporated herein by reference to the Issuer
Tender Offer Statement on Schedule 13E-4, filed
by National Patent Development Corporation on
May 16, 1995 (final version of previously filed
document).
**T3E.2 Form of Letter of Instructions is incorporated
herein by reference to the Issuer Tender Offer
Statement on Schedule 13E-4, filed by National
Patent Development Corporation on May 16, 1995
(final version of previously filed document).
**T3E.3 Advertisement published in The New York Times
on May 16, 1995 is incorporated herein by
reference to the Issuer Tender Offer Statement
on Schedule 13E-4, filed by National Patent
Development Corporation on May 16, 1995.
**T3E.4 Notice, announcing the extension of the Offer,
published in The Wall Street Journal on June
19, 1995 is incorporated herein by reference to
Amendment No. 1 to the Issuer Tender Offer
Statement on Schedule 13E-4, filed by National
Patent Development Corporation on June 22,
1995.
*T3F Cross-reference sheet (included as part of
Exhibit T3C).
___________________
* Previously filed.
** Incorporated by reference to the filing indicated.
<PAGE>
<PAGE>6
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM T-1
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) _______
BANK OF MONTREAL TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-4941093
(JURISDICTION OF INCORPORATION OR ORGANIZATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
77 WATER STREET
NEW YORK, NEW YORK 10005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Mark F. McLaughlin
Bank of Montreal Trust Company
77 Water Street, New York, NY 10005
(212) 701-7602
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
NATIONAL PATENT DEVELOPMENT CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
Delaware 13-1926739
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
9 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
__________________________________
8% Bonds due June 28, 2000
(Title of the indenture securities)
_________________________________________________________________
_________________________________________________________________
<PAGE>
<PAGE>7
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.
Federal Reserve Bank of New York
33 Liberty Street, New York N.Y. 10045
State of New York Banking Department
2 Rector Street, New York, N.Y. 10006
(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.
The obligor is not an affiliate of the trustee.
ITEM 16. LIST OF EXHIBITS.
________________
List below all exhibits filed as part of this statement of
eligibility.
1. Copy of Organization Certificate of Bank of Montreal Trust
Company to transact business and exercise corporate trust
powers; incorporated herein by reference as Exhibit "A" filed
with Form T-1 Statement, Registration No. 33-46118.
2. Copy of the existing By-Laws of Bank of Montreal Trust
Company; incorporated herein by reference as Exhibit "B" filed
with Form T-1 Statement, Registration No. 33-46118.
3. The consent of the Trustee required by Section 321(b) of the
Act; incorporated herein by reference as Exhibit "C" with Form
T-1 Statement, Registration No. 33-46118.
4. A copy of the latest report of condition of Bank of Montreal
Trust Company published pursuant to law or the requirements of
its supervising or examining authority, attached hereto as
Exhibit "D".
-2-
<PAGE>
<PAGE>8
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Bank of Montreal Trust Company, 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 22nd day of June, 1995.
BANK OF MONTREAL TRUST COMPANY
Amy S. Roberts
By: ___________________________
Amy S. Roberts
Assistant Vice President
-3-
<PAGE>
<PAGE>9
EXHIBIT "D"
STATEMENT OF CONDITION
BANK OF MONTREAL TRUST COMPANY
NEW YORK
_______________________________
ASSETS
Due From Banks $ 8,373,457
_________
Investment Securities:
State & Municipal 17,446,588
Other 100
__________
TOTAL SECURITIES 25,820,145
Loans and Advances
Federal Funds Sold 7,192,278
Overdrafts 8,178
__________
TOTAL LOANS AND ADVANCES 7,200,456
__________
Investment in Harris Trust, NY 5,814,997
Premises and Equipment 700,686
Other Assets 2,395,195
__________
TOTAL ASSETS $41,931,479
___________
LIABILITIES
Trust Deposits $22,391,579
Other Liabilities 549,457
___________
TOTAL LIABILITIES $22,941,036
___________
CAPITAL ACCOUNTS
Capital Stock, Authorized, Issued and
Fully Paid - 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 13,768,255
___________
TOTAL CAPITAL ACCOUNTS 15,190,443
___________
TOTAL LIABILITIES
AND CAPITAL ACCOUNTS $38,131,479
___________
<PAGE>
<PAGE>10
I, Mark F. McLaughlin, Vice President, of the above-named bank do
hereby declare that this Report of Condition is true and correct to the
best of my knowledge and belief.
Mark F. McLaughlin
December 31, 1994
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declared that it has been
examined by us, and to the best of our knowledge and belief has been
prepared in conformance with the instructions and is true and correct.
John M. Denson
Kevin O. Healey
Steven R. Rothbloom
