SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
MERCURY FINANCE COMPANY
(Name of Applicant)
100 FIELD DRIVE, LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
9% SENIOR SUBORDINATED
NOTES DUE 2003 $___________
Approximate date of issuance: On or as soon as possible after the Effective Date
(as defined in the First Amended Plan of
Reorganization dated October 15, 1998 of Mercury
Finance Company under chapter 11 of the United
States Bankruptcy Code).
Name and address of agent for service: Mark Dapier, Esq.
Mercury Finance Company
100 Field Drive
Lake Forest, Illinois 60045
(847) 295-8600
With a copy to:
Grant A. Bagan, P.C.
Lewis S. Rosenbloom
McDermott, Will & Emery
227 West Monroe St., Suite 3100
Chicago, Illinois 60606
(312) 372-2000
THE APPLICANT 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 A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT IT SHALL
SUPERSEDE THIS AMENDMENT, OR (II) SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SECTION 307(C) OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED (THE "ACT"),
MAY DETERMINE UPON THE WRITTEN REQUEST OF THE APPLICANT.
GENERAL
1. GENERAL INFORMATION. Furnish the following as to the applicant:
(a) Form or 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.
On July 15, 1998, Mercury Finance Company, a Delaware corporation (the
"Company"), filed a voluntary petition for relief under chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Northern District of Illinois Eastern Division (the "Bankruptcy
Court"). As part of the First Amended Plan of Reorganization of the Company
dated October 15, 1998 (the "Plan of Reorganization"), the Company proposes to
issue Senior Subordinated Notes due 2003 (collectively, the "New Senior
Subordinated Notes"). The Plan of Reorganization also provides for the issuance
of 9% Senior Secured Notes due 2001, Series A, and Senior Secured Notes due
2001, Series B (collectively, the "New Senior Notes"), as well as shares of
common stock of the Company (the "New Common Stock") and warrants to purchase
shares of New Common Stock (the "Warrants"). The New Senior Notes and the New
Senior Subordinated Notes will be issued in part to discharge claims of existing
creditors in the Bankruptcy Case described below.
On October 15, 1998, the Bankruptcy Court approved the Company's First
Amended Disclosure Statement dated October 15, 1998 (the "Disclosure Statement")
as containing "adequate information" for the purpose of soliciting votes of
holders of claims or equity interests in the Company for acceptance or rejection
of the Plan of Reorganization (Case No. 98 B 20763) and authorized the Company
to solicit acceptances of its Plan of Reorganization. A hearing to confirm the
Plan of Reorganization is anticipated to begin on December 21, 1998. The New
Senior Subordinated Notes are to be issued under an indenture and a supplemental
indenture (together, the "Subordinated Note Indenture") between the Company and
Norwest Bank Minnesota, National Association, as trustee, forms of which are
attached hereto as Exhibits T3C1 and T3C2.
A copy of the Disclosure Statement is attached as Exhibit T3E5 to this Form
T-3 and a copy of the Plan of Reorganization is attached as Exhibit T3E6 to this
Form T-3. Information in this Form T-3 relating to future actions or intentions
of the Company, or other parties pursuant to the Plan of Reorganization, are the
current intentions of such parties, pursuant to the Plan of Reorganization and
as described in the Disclosure Statement, which actions may be subject to
modification, provided that all necessary approvals and/or consents have been
obtained.
The New Senior Subordinated Notes and the New Senior Notes are proposed to
be issued in reliance upon the exemption from registration under the Securities
Act of 1933, as amended (the "Securities Act"), set forth in Section 1145(a)(1)
of Title 11 of the Bankruptcy Code, applicable to the offer or sale under a plan
of reorganization under Chapter 11 of the Bankruptcy Code by an entity that is
not an underwriter of a security of a debtor principally in exchange for a claim
against such debtor.
Section 1145 of Title 11 the Bankruptcy Code exempts the offer or sale of
securities under a plan of reorganization from registration under the Securities
Act and state securities laws if three principal requirements are satisfied: (1)
the securities are issued by a debtor, its successor, or an affiliate
participating in a joint plan with the debtor (provided that such entity is not
an underwriter as defined in Section 1145(b) of the Bankruptcy Code) under a
plan of reorganization; (2) the recipients of the securities hold a claim
against the debtor or such affiliate, an interest in the debtor or such
affiliate, or a claim for an administrative expense against the debtor or such
affiliate; and (3) the securities are issued entirely in exchange for the
recipients' claim against or interest in the debtor or such affiliate, or
"principally" in such exchange and "partly" for cash or property.
The Company believes that the issuance of the New Senior Subordinated Notes
and the New Senior Notes to certain creditors of the Company pursuant to the
Plan of Reorganization will satisfy all three conditions of Section 1145 of the
Bankruptcy Code because (a) the issuances of the New Senior Subordinated Notes
and the New Senior Notes are expressly contemplated under the Plan of
Reorganization as part of the reorganization; (b) the recipients are holders of
"claims" against the Company; and (c) the recipients will obtain such New Senior
Subordinated Notes and the New Senior Notes principally in exchange for their
prepetition claims.
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 table sets forth the relationship among the Company and all
of its affiliates, including their respective percentages of voting securities,
as of September 30, 1998. Pursuant to the federal securities laws, the
directors and executive officers set forth below may be deemed to be affiliates
of the Company due to their positions with the Company; however, their inclusion
in this item is not an admission of their affiliated status with the Company.
The table is based on information within the Company's possession including
Schedules 13D and 13G filed with the Securities and Exchange Commission. As of
September 30, 1998, there were not any persons or entities known by the Company
to be the beneficial owners of more than five percent of the Company's voting
securities. The address for all of the persons listed below is the address of
the Company.
RELATIONSHIP PERCENTAGE
OF VOTING
NAME SECURITIES
Dennis H. Chookaszian Director *
William C. Croft Director *
Clifford R. Johnson Director *
Andrew McNally IV Director *
Bruce I. McPhee Director *
Fred G. Steingraber Director *
Philip J. Wicklander Director *
William A. Brandt, Jr President & Chief *
Executive Officer
Fred Caruso Acting Chief *
Operating Officer
Patrick O'Malley Acting Principal *
Financial &
Accounting Officer
Mercury Finance Corporation of Subsidiary NA
Alabama (Ala)
Mercury Finance Company of Subsidiary NA
Arizona (Ariz.)
Merc. Finance Company of Subsidiary NA
California (Cal)
Mercury Finance Company of Subsidiary NA
Colorado (Del)
Mercury Finance Company of Subsidiary NA
Delaware (Del)
Mercury Finance Company of Subsidiary NA
Florida (Del)
Mercury Finance Company of Subsidiary NA
Georgia (Del)
Mercury Finance Company of Subsidiary NA
Illinois (Del)
Mercury Finance Company of Idaho Subsidiary NA
(Del)
Mercury Finance Company of Iowa Subsidiary NA
(Del)
Mercury Finance Company of Subsidiary NA
Indiana (Del)
Mercury Finance Company of Subsidiary NA
Kansas (Del)
Mercury Finance Company of Subsidiary NA
Kentucky (Del)
Mercury Finance Company of Subsidiary NA
Louisiana (Del)
Mercury Finance Company Michigan Subsidiary NA
(Del)
Mercury Finance Company of Subsidiary NA
Missouri
Mercury Finance Company of Subsidiary NA
Mississippi (Del)
Mercury Finance Company of Subsidiary NA
Nevada (Nev.)
Mercury Finance Company of New Subsidiary NA
Mexico (Del)
Mercury Finance Company of New Subsidiary NA
York (Del)
Mercury Finance Company of North Subsidiary NA
Carolina (Del)
Mercury Finance Company of Ohio Subsidiary NA
(Del)
MFC Finance Company of Oklahoma Subsidiary NA
(Del)
Mercury Finance Company of Subsidiary NA
Oregon (Del)
Mercury Finance Company of Subsidiary NA
Pennsylvania (Del)
Mercury Finance Company of South Subsidiary NA
Carolina (Del)
Mercury Finance Company of Subsidiary NA
Tennessee (Tenn.)
MFC Finance Company of Texas Subsidiary NA
(Del)
Mercury Finance Company of Utah Subsidiary NA
(Del)
Mercury Finance Company of Subsidiary NA
Virginia (Del)
Mercury Finance Company of Subsidiary NA
Washington (Del)
Mercury Finance Company of Subsidiary NA
Wisconsin (Del)
Filco Marketing Company (Del) Subsidiary NA
Gulfco Investment Inc. (La) Subsidiary NA
Gulfco Finance Company (La) Subsidiary NA
Midland Finance Co. (IL) Subsidiary NA
MFN Insurance Company (Turks and Subsidiary NA
Caicos)
MFC Financial Services, Inc. of Subsidiary NA
Florida
___________________
*Less than one percent
On the date of the effectiveness of the Plan of Reorganization (the
"Effective Date"), all of the Company's current common stock will be canceled.
Pursuant to the Plan of Reorganization, as of the Effective Date, (a) 10,000,000
shares of New Common Stock of the Company will be issued to holders of Senior
Debt Claims (as defined in the Plan of Reorganization) pro rata, based upon each
creditor's percentage of the Senior Debt Claims, and (b) the stockholders of the
Company and holders of Securities Fraud Claims (as defined in the Plan of
Reorganization) will be entitled to receive Warrants to purchase up to 15% of
the New Common Stock of the Company. Accordingly, as of the Effective Date,
based upon the holders of the Senior Debt Claims on September 30, 1998, the
following table sets forth certain creditors of the Company including the amount
and percentage of voting securities of the Company to be owned after the
Effective Date due to the issuance of New Common Stock pursuant to the Plan of
Reorganization), who may be deemed to be affiliates of the Company after the
Effective Date of the Plan of Reorganization due to their ownership of more than
10% of the New Common Stock.
<TABLE>
<CAPTION>
Name and Address Amount Owned Percentage of Voting
Securities Owned
<S> <C> <C>
Franklin Mutual Series 1,632,000 19.2%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07075
Goldman Sachs & Co. 1,606,500 18.9%
85 Broad Street
New York, New York 10004
Silver Oak Capital, L.L.C. 935,000 11.0%
c/o Angelo, Gordon & Co. L.P.
245 Park Avenue, 26th Floor
New York, New York 10167
Principal Life Insurance Co. 875,500 10.3%
711 High Street
Des Moines, Iowa 50392
Merrill Lynch Pierce Fenner & Smith 816,000 9.96%
Incorporated
250 Vesey Street
New York, New York 10281
</TABLE>
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.
The address for each director and executive officer listed below is 100
Field Drive, Lake Forest, Illinois 60045.
<TABLE>
<CAPTION>
NAME OFFICE
<S> <C>
Dennis H. Chookaszian Director.
William C. Croft Director.
Clifford R. Johnson Director.
Andrew McNally IV Director.
Bruce I. McPhee Director.
Fred G. Steingraber Director.
Philip J. Wicklander Director.
William A. Brandt, Jr. President and Chief Executive Officer of the Company.
Fred Caruso Acting Chief Operating Officer.
Patrick J. O'Malley Acting Principal Financial and Accounting Officer.
Edward G. Stautzenbach Vice President - Marketing.
Steven G. Gould Vice President - Operations.
George R. Carey Vice President - Operations.
Sheila M. Tilson Vice President - Operations and Assistant Secretary.
John N. Brincat, Jr. Vice President - Operations.
Michael Caul Vice President - Operations.
David Joseph Peters Vice President - Operations.
Charles H. Lam Vice President - Operations.
Allan Green Vice President Portfolio Management.
</TABLE>
Upon the effectiveness of the Plan of Reorganization, it is expected that
the composition of the directors and executive officers of the Company will
change; however, as of September 30, 1998, no definitive plans for such change
have been formalized.
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.
As of September 30, 1998, based on information and reports filed with the
Securities and Exchange Commission, there were not any persons or entities known
by the Company to be the beneficial owners of more than five percent of the
Company's voting securities.
As of the effectiveness of the Plan of Reorganization (the "Effective
Date"), all of the Company's current common stock and options to purchase common
stock will be canceled. Pursuant to the Plan of Reorganization, as of the
Effective Date, (a) 10,000,000 shares of New Common Stock of the Company will be
issued to holders of Senior Debt Claims (as defined in the Plan of
Reorganization) pro rata, based upon each creditor's percentage of the Senior
Debt Claims, and (b) the stockholders of the Company and holders of Securities
Fraud Claims (as defined in the Plan of Reorganization) will be entitled to
receive Warrants to purchase up to 15% of the New Common Stock of the Company.
Accordingly, as of the Effective Date, based upon the holders of the Senior Debt
Claims on September 30, 1998, the following table sets forth certain creditors
of the Company, including their respective percentage ownership of voting
securities of the Company, who may be deemed to be affiliates of the Company
after the effective date of the Plan of Reorganization due to their ownership of
more than 10% of the New Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OWNED PERCENTAGE OF VOTING
SECURITIES OWNED
<S> <C> <C>
Franklin Mutual Series 1,632,000 19.2%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07075
Goldman, Sachs & Co. 1,606,500 18.9%
85 Broad Street
New York, New York 10004
Silver Oak Capital, L.L.C. 935,000 11.0%
c/o Angelo, Gordon & Co. L.P.
245 Park Avenue, 26th Floor
New York, New York 10167
Principal Life Insurance Co. 875,500 10.3%
711 High Street
Des Moines, Iowa 50392
Merrill Lynch Pierce Fenner & Smith 816,000 9.96%
Incorporated
250 Vesey Street
New York, New York 10281
</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 applicant which were
outstanding 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) The New Common Stock, New Senior Subordinated Notes and the New
Senior Notes proposed to be offered will be exchanged with certain holders of
claims against the Company, as set forth in the Plan, without the assistance of
any underwriter.
CAPITAL SECURITIES
7. CAPITALIZATION. (a) Furnish the following information as to each
authorized class of securities of the applicant.
As of September 30, 1998:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
Common Stock, par value $.01 per share 300,000,000
177,900,671
___________________
(1) Does not include options to purchase an aggregate of ___________ shares of
Common Stock at various exercise prices which are currently outstanding.
As of the Effective Date of the Plan of Reorganization:
AMOUNT
TITLE OF CLASS AMOUNT AUTHORIZED OUTSTANDING
Common Stock, par value $.01 per share (1) 25,000,000 10,000,000
Preferred Stock, no par value [ ] -
Senior Secured Notes due 2001, Series A
and Series B $[ ] $[ ]
9% Senior Subordinated Notes due 2003 $[ ] $[ ]
___________________
(1) Does not include three series of warrants to purchase an aggregate of
1,500,000 shares of New Common Stock (500,000 for each series ) that were
issued pursuant to the Plan of Reorganization. The Series A, Series B and
Series C Warrants shall be exercisable for $__________, $__________,
$___________ per share, respectively, on the Effective Date of the Plan of
Reorganization, and shall expire on the third, fourth and fifth anniversary
of the Effective Date of the Plan of Reorganization, respectively.
(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 existing Common Stock and the New
Common Stock has or will have, as applicable, one vote with respect to all
matters subject to common stockholder vote. The other securities are not voting
securities.
Holders of the New Senior Subordinated Notes and New Senior Notes do not
have any voting rights by reason of ownership of those securities.
8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of
indenture provisions required under section 305(a)(2) of the Act.
The New Senior Subordinated Notes will be issued pursuant an Indenture
between the Company and Norwest Bank Minnesota, National Association, as trustee
(the "Subordinated Note Indenture"), a copy of which (including relevant
supplemental indentures thereto) is attached hereto as Exhibits T3C1 and T3C2.
Capitalized terms used in this Section 8 which are not otherwise defined below
or elsewhere in the Application have the respective meanings assigned to them in
the Subordinated Note Indenture. Section references used in this Section 8
shall, unless otherwise specified or the context otherwise requires, be
references to the corresponding sections of the Subordinated Note Indenture.
The following summary of certain provisions of the Subordinated Note Indenture
does not purport to be complete and is subject to, and is qualified in its
entirety, by reference to all of the provisions of the Subordinated Note
Indenture.
(A) Events of Default and Notice of Default.
The following are Events of Default under the Subordinated Note Indenture:
(i) failure by the Company to pay interest on the New Senior
Subordinated Notes for 30 days after becoming due;
(ii) failure by the Company to pay the principal of or premium (if
any) on the New Senior Subordinated Notes, whether at maturity or upon
redemption, repurchase or otherwise;
(iii) failure by the Company to comply with any of its covenants or
the breach by the Company of any of its covenants or warranties under the
Subordinated Note Indenture (other than a breach of a covenant or warranty
which is specifically provided for elsewhere in this section (A)) for 30
days after written notice specifying the failure and that the same is a
Default shall have been given to the Company by the Trustee or to the
Company and the Trustee by the Holders of 25% in principal amount of
the New Senior Subordinated Notes outstanding;
(iv) default or defaults, including a payment default (after giving
effect to all applicable grace periods), under any evidence of
Indebtedness under which the Company or any of its Subsidiaries has an
aggregate principal amount of Indebtedness in excess of $25 million and
either (A) such Indebtedness is already due and payable in full or (B)
such default or defaults have resulted in the acceleration of the
maturity of such Indebtedness. Subject to Sections 10.01 and 8.08 of
the Subordinated Note Indenture, the Trustee will not be deemed to have
knowledge of such default unless either (1) a Responsible Officer of
the Trustee has actual knowledge of the default or (2) the Trustee
has received written notice thereof from the Company, from any Holder,
from the holder of any such Indebtedness or from the trustee under the
agreement or instrument relating to such Indebtedness;
(v) any judgment or order for the payment of money is entered
against the Company or any Subsidiary for $25 million or more (in
excess of insured amounts) either individually or in the aggregate for
all such judgments or orders against all such Persons and remains
undischarged, unstayed or otherwise unsatisfied for 60 days;
(vi) a court of competent jurisdiction enters a judgment, decree
or order under any state or federal insolvency, bankruptcy,
reorganization or other similar law that is for relief against the
Company or any Subsidiary of the Company, in an involuntary case or
proceeding, or enters a decree or order:
(a) adjudging the Company or any Subsidiary a bankrupt or
insolvent,
(b) approving a petition seeking reorganization, arrangement,
adjustment or composition in respect of the Company or any
Subsidiary of the Company,
(c) appointing a Custodian or other similar official for the
Company or any Subsidiary of the Company or for all or
substantially all of the property of any of them, or
(d) ordering the winding-up or liquidation of the Company or any
Subsidiary of the Company,
and in each case the judgment, order or decree remains unstayed and in
effect for 60 days;
(vii) the Company or any of its Subsidiaries pursuant to or within
the meaning of any state or federal insolvency, bankruptcy, reorganization
or other similar law:
(a) commences a voluntary case or proceeding,
(b) consents to the entry of a judgment, decree or order for
relief against it in an involuntary case or proceeding,
(c) consents to the institution of a bankruptcy or an insolvency
proceeding against it,
(d) files a petition or answer or consent seeking reorganization
or relief with respect to the Company under any applicable
law,
(e) consents to the appointment of, or taking possession by, a
Custodian or other similar official of it or any subsidiary
for all or substantially all of its property,
(f) makes an assignment for the benefit of its creditors,
(g) generally is not able to pay its debts as they become due, or
(h) takes any corporate action to authorize or effect any of the
foregoing; or
(viii) notwithstanding anything in Section 8.01 of the
Subordinated Note Indenture to the contrary, if the Company defaults
in the performance of or breaches any covenant in Article III of the
First Supplemental Indenture to the Subordinated Note Indenture, other
than Section 3.8 of the First Supplemental Indenture or Section 6.05 of
the Subordinated Note Indenture, an Event of Default will immediately
occur, without giving effect to the passage of time, notice, or both.
If a Default or an Event of Default occurs and is continuing and
if it is actually known to the Trustee, the Trustee shall mail to
Holders a notice of the Default or Event of Default within 90 days
after it occurs. In the case of any Default of the character
specified in Section clause (iii) of this Section 8(A), no such notice
to Holders will be given until at least 30 days after the Default
occurs. The Company will notify the Trustee of any uncured Event of
Default within 10 days after any Responsible Officer of the Company
becomes aware of or receives actual notice of the Event of Default.
(B) Authentication and Delivery of the New Senior Subordinated Notes and
the Application of Proceeds Thereof.
A New Senior Subordinated Note shall not be valid until authenticated by
the manual signature of the Trustee. The signature shall be conclusive evidence
that the New Senior Subordinated Note has been authenticated and delivered under
the Subordinated Note Indenture. The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate the New Senior Subordinated Notes. An
authenticating agent may authenticate the New Senior Subordinated Notes whenever
the Trustee may do so. Each reference in the Subordinated Note Indenture to
authentication by the Trustee includes authentication by such agent.
Notwithstanding the foregoing, if any New Senior Subordinated Note has been
authenticated and delivered but never issued and sold by the Company, and the
Company shall deliver the New Senior Subordinated Note to the Trustee for
cancellation, such New Senior Subordinated Note will be deemed never to have
been authenticated and delivered and will not be entitled to the benefits
of the Subordinated Note Indenture.
There will be no proceeds from the issuance of the New Senior Subordinated
Notes because the New Senior Subordinated Notes will be issued as part of an
exchange for the cancellation of the Company's Senior Debt Claims (as defined
in the Plan of Reorganization).
(C) Release of Property Subject to the Lien of the Subordinated Note
Indenture.
The Company's obligations under the New Senior Subordinated Notes issued
under the Subordinated Note Indenture are not secured by liens and security
interests on the assets of the Company or its Subsidiaries.
(D) Satisfaction and Discharge.
The obligations of the Company under the New Senior Subordinated Notes and
the Subordinated Note Indenture will terminate (except for certain obligations
of the Company to indemnify the Trustee and the Authenticating Agent under
certain circumstances, and certain obligations with respect to unclaimed
funds) when (i) all outstanding New Senior Subordinated Notes theretofore
authenticated and delivered (other than New Senior Subordinated Notes which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.07 of the Subordinated Note Indenture) have been
delivered to the Trustee for cancellation, (ii) the Company has paid or
caused to be paid all other sums payable by it, and (iii) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent specified by the Subordinated Note
Indenture relating to the satisfaction and discharge of the Subordinated Note
Indenture have been complied with.
(E) Evidence as to Compliance with Conditions and Covenants.
The Company is required to furnish the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers' Certificate complying with
Section 314(a)(4) of the Trust Indenture Act and stating whether or not the
signers know of any Default that occurred during such fiscal year. If they
do, the Officers' Certificate shall describe the Default and its status.
Such compliance shall be determined without regard to periods of grace or notice
requirements.
The Company is also required to deliver to the Trustee an Officers'
Certificate promptly upon becoming aware of any Event of Default or a Default
which could result in an Event of Default described in clause (vi) or clause
(vii) of Section (A) above and which Officer's Certificate will specify such
Default or Event of Default.
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) Pursuant to Rule 309(a) of Regulation S-T, requirements as to
sequential numbering shall not apply to this electronic format document.
(b) The statement of eligibility and qualification of each trustee under
the indenture or to be qualified.
(c) The following exhibits in addition to those filed as a part of the
statement of eligibility and qualification of each trustee.
<TABLE>
<CAPTION>
<S> <C>
Exhibit T3A. Certificate of Incorporation of the Company, incorporated by reference to
Exhibit 3A to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (Sec File No. 0-10176). The Certificate of Incorporation
will be amended and restated in connection with the Plan of Reorganization.
The form of Amended and Restated Certificate of Incorporation of the Company
is attached as Exhibit I to the Disclosure Statement.
Exhibit T3B. By-Laws of the Company, incorporated by reference to Exhibit 3B to the
Company's Form 10 filed February 1, 1989 (Sec File No. 0-10176). The By-Laws
will be amended and restated in connection with the Plan of Reorganization.
The form of Restated By-Laws of the Company is attached as Exhibit I to the
Disclosure Statement.
Exhibit T3C1.(1) Form of the New Subordinated Note Indenture between the Company and Norwest
Bank Minnesota, National Association, as trustee.
Exhibit T3C2(2) Form of Supplemental Subordinated Indenture with respect to the New
Subordinated Notes between the Company and Norwest Bank Minnesota, National
Association, as trustee.
Exhibit T3D. Not applicable.
Exhibit T3E1.(3) Order Governing Plan Confirmation Hearing of Mercury Finance Company.
Exhibit T3E2.(3) Notice of Last Date for Filing of Proofs of Claim Against Mercury Finance
Company and Procedure Therefor.
Exhibit T3E3.(3) Proof of Claim Form.
Exhibit T3E4.(3) Notice of Hearing to Consider Confirmation of Mercury Finance Company's First
Amended Plan of Reorganization and Deadline for Filing Objections and
Conducting Related Discovery Thereto.
Exhibit T3E5.(3) First Amended Disclosure Statement with respect to the Plan of Reorganization
dated as of October 15, 1998 (the "Disclosure Statement"). The Exhibits to
the Disclosure Statement are filed as separate Exhibits to this Form T-3.
Exhibit T3E6.(3) Mercury Finance Company First Amended Plan of Reorganization dated as of
October 15, 1998 (Exhibit A to the Disclosure Statement).
Exhibit T3E7.(4) Form of the Supplemental New Senior Note Indenture between the Company and
Norwest Bank Minnesota, National Association, as trustee (Exhibit B to the
Disclosure Statement).
Exhibit T3E8.(5) Form of the New Senior Note Indenture between the Company and Norwest Bank
Minnesota, National Association, as trustee (Exhibit C to the Disclosure
Statement).
Exhibit T3E9.(3) Form of Collateral Documents for the New Senior Notes (Exhibit D to the
Disclosure Statement).
Exhibit T3E10(3) Form of Supplemental Subordinated Note Indenture between the Company and
Norwest Bank Minnesota, National Association, as trustee (Exhibit E to the
Disclosure Statement). See Exhibit T3C2 above.
Exhibit T3E11.(3) Form of the Subordinated Note Indenture between the Company and Norwest Bank
Minnesota, National Association, as trustee (Exhibit F to the Disclosure
Statement). See Exhibit T3C1 above.
Exhibit T3E12.(3) Form of Registration Rights Agreement among the Company and the persons
identified on Schedule 1 therein (Exhibit G to the Disclosure Statement).
Exhibit T3E13.(3) Form of Warrant Agreement between the Company and Harris Trust and Savings
Bank, as trustee (Exhibit H to the Disclosure Statement).
Exhibit T3E14.(3) Form of the Charter and Bylaws of the Company upon the effectiveness of the
Plan of Reorganization (Exhibit I to the Disclosure Statement).
Exhibit T3E15. [Intentionally Omitted]
Exhibit T3E16. Fairness Opinion of Investment Bank (Exhibit K to the Disclosure Statement).
Exhibit T3E17. Agreement dated May 14, 1998 among the Company and certain creditors of the
Company (Exhibit L to the Disclosure Statement), incorporated by reference to
the Company's Form 8-K filed with the Securities and Exchange Commission on
May 15, 1998 (Sec File No. 0-10176).
Exhibit T3E18.(3) Projected Financial Information of the Company (Exhibit M to the Disclosure
Statement).
Exhibit T3E19. The Company's Annual Report on Form 10-K for the year ended December 31, 1997;
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, and, the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998 (Exhibit N to the Disclosure Statement), all incorporated herein
by reference (Sec File No. 0-10176).
Exhibit T3E20.(3) Liquidation Analysis of the Company (Exhibit O to the Disclosure Statement).
Exhibit T3E21.(3) Forms of Ballots for accepting or rejecting the Plan of Reorganization.
Exhibit T3E22.(3) Financial Analysis by Certain Claimants (Exhibit P to the Disclosure
Statement).
Exhibit T3E23.(3) Exhibit Q to the Disclosure Statement.
Exhibit T3E24.(3) Form of Indemnification Agreement for certain officers and directors of the
Company (Exhibit R to the Disclosure Statement).
Exhibit T3E25.(6) Operating Report of the Company (Exhibit S to the Disclosure Statement).
Exhibit T3F. See Cross Reference Sheet showing the location in the New Subordinated Note
Indenture of the provisions inserted therein pursuant to Section 310 through
318(a), inclusive, of the Trust Indenture Act of 1939 (included in Exhibit
T3C1 above).
(1) Incorporated herein by reference to Exhibit T3E11 to Mercury Finance Company's Form T-3 for
the New Senior Notes (SEC File No. 022-22403) which was filed with the Securities
and Exchange Commission on October 21, 1998.
(2) Incorporated herein by reference to Exhibit T3E10 to Mercury Finance Company's Form T-3 for
the New Senior Notes (SEC File No. 022-22403) which was filed with the Securities
and Exchange Commission on October 21, 1998.
(3) Incorporated herein by reference to the corresponding exhibit to Mercury Finance Company's
Form T-3 for the New Senior Notes (SEC File No. 022-22403) which was filed with
the Securities and Exchange Commission on October 21, 1998.
(4) Incorporated herein by reference to Exhibit T3C2 to Mercury Finance Company's Form T-3 for
the New Senior Notes (SEC File No. 022-22403) which was filed with the Securities
and Exchange Commission on October 21, 1998.
(5) Incorporated herein by reference to Exhibit T3C1 to Mercury Finance Company's Form T-3 for
the New Senior Notes (SEC File No. 022-22403) which was filed with the Securities
and Exchange Commission on October 21, 1998.
(6) To be filed by amendment.
</TABLE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, Mercury Finance Company, 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 Chicago, and State of
Illinois, on the 19th day of October, 1998.
MERCURY FINANCE COMPANY
Attest: [signature illegible] By: /s/ William Brandt, Jr.
President and Chief Executive
Officer
Attest: [signature illegible] By: /s/ Patrick O'Malley
Chief Accounting Officer
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)
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
_____________________________
MERCURY FINANCE COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 36-3627010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FIELD DRIVE
LAKE FORREST, IL 60045
(Address of principal executive offices) (Zip code)
_____________________________
9% SENIOR SUBORDINATED NOTES DUE 2003
(Title of the indenture securities)
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 the Currency
Treasury Department
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 Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Norwest Bank incorporates by reference into this
Form T-1 the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.*
Exhibit 2. a. A copy of the certificate of authority of the trustee
to commence business issued June 28, 1872, by the
Comptroller of the Currency to The Northwestern
National Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller of
the Currency dated January 2, 1934, approving the
consolidation of The Northwestern National Bank of
Minneapolis and The Minnesota Loan and Trust
Company of Minneapolis, with the surviving entity
being titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January 12,
1943, as to change of corporate title of
Northwestern National Bank and Trust Company of
Minneapolis to Northwestern National Bank of
Minneapolis.*
d. A copy of the letter dated May 12, 1983 from the
Regional Counsel, Comptroller of the Currency,
acknowledging receipt of notice of name change
effective May 1, 1983 from Northwestern National
Bank of Minneapolis to Norwest Bank Minneapolis,
National Association.*
e. A copy of the letter dated January 4, 1988 from
the Administrator of National Banks for the
Comptroller of the Currency certifying approval of
consolidation and merger effective January 1, 1988
of Norwest Bank Minneapolis, National Association
with various other banks under the title of
"Norwest Bank Minnesota, National Association."*
Exhibit 3. A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b)
of the Act.
Exhibit 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.**
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with
registration statement number 33-66026.
** Incorporated by reference to exhibit number 25 filed with registration
statement number 333-62999.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Norwest Bank Minnesota, 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
Minneapolis and State of Minnesota on the 5th day of October 1998.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Jane Y. Schweiger
Jane Y. Schweiger
Corporate Trust Officer
EXHIBIT 6
October 5, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Jane Y. Schwieger
Jane Y. Schweiger
Corporate Trust Officer
