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)(2) XX
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
- ----------------------- ---------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Rory Nowakowski, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-5180
(Name, address and telephone number for agent for service)
Flagship Credit Corporation
(Name of obligor)
Delaware 23-3018006
- ----------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
1 International Plaza
Philadelphia, Pennsylvania 19113
(Address of principal executive offices)
Auto Receivables Backed Notes
(Title of indenture securities)
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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.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; 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.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in
effect and includes the authority of the Trustee to commence business
and to exercise corporate trust powers was filed in connection with
the Registration Statement of Louisville Gas and Electric Company,
File No. 2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of Commercial Federal
Corporation; File No. 333-20711, and is incorporated herein by
reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, 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 9th day of November, 1999.
HARRIS TRUST AND SAVINGS BANK
By: /s/ RORY NOWAKOWSKI
-------------------------------
Rory Nowakowski
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ RORY NOWAKOWSKI
-------------------------------
Rory Nowakowski
Assistant Vice President
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of June 30, 1999, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[LOGO] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on June 30, 1999, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
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<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
-----------------------
Cash and balances due from depository institutions:
<S> <C> <C>
Non-interest bearing balances and currency and coin............... $ 1,223,957
Interest bearing balances......................................... $ 159,159
Securities:
a. Held-to-maturity securities ................................................ $ 0
b. Available-for-sale securities .............................................. $ 5,664,104
Federal funds sold and securities purchased under agreements to resell ......... $ 193,550
Loans and lease financing receivables:
Loans and leases, net of unearned income.......................... $ 9,665,676
LESS: Allowance for loan and lease losses........................ $ 110,414
-----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b).............................................. $ 9,555,262
Assets held in trading accounts................................................. $ 126,028
Premises and fixed assets (including capitalized leases) ....................... $ 268,415
Other real estate owned......................................................... $ 644
Investments in unconsolidated subsidiaries and associated companies ............ $ 80
Customer's liability to this bank on acceptances outstanding ................... $ 45,535
Intangible assets............................................................... $ 249,724
Other assets.................................................................... $ 1,268,631
-----------------------
TOTAL ASSETS ................................................................... $18,755,089
=======================
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
THOUSANDS
LIABILITIES OF DOLLARS
-----------------------------
<S> <C> <C>
Deposits:
In domestic offices ........................................................ $ 9,627,629
Non-interest bearing .............................................. $ 3,074,637
Interest bearing .................................................. $ 6,552,992
In foreign offices, Edge and Agreement subsidiaries, and IBF's ............. $ 1,940,306
Non-interest bearing .............................................. $ 25,877
Interest bearing .................................................. $ 1,914,429
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased & securities sold under agreements to repurchase ........ $ 3,592,929
Trading Liabilities ............................................................. 41,548
Other borrowed money
a. With remaining maturity of one year or less ................................. $ 1,634,473
b. With remaining maturity of more than one year ............................... $ 0
Bank's liability on acceptances executed and outstanding ........................ $ 45,535
Subordinated notes and debentures ............................................... $ 225,000
Other liabilities ............................................................... $ 396,941
-----------------------------
TOTAL LIABILITIES ............................................................... $ 17,504,361
=============================
EQUITY CAPITAL
Common stock .................................................................... $ 100,000
Surplus ......................................................................... $ 609,314
a. Undivided profits and capital reserves ...................................... $ 636,420
b. Net unrealized holding gains (losses) on available-for-sale securities ...... $ (95,006)
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TOTAL EQUITY CAPITAL ............................................................ $ 1,250,728
=============================
Total liabilities, limited-life preferred stock, and equity capital ............. $ 18,755,089
=============================
</TABLE>
I, Christy Wipper, Vice President 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.
CHRISTY WIPPER
7/28/99
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 the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
ALAN G. McNALLY,
EDWARD W. LYMAN,
LEO M. HENIKOFF
Directors.
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