<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1994
REGISTRATION NO. 33-50547
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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AVCO FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2530491
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3349 Michelson Drive 92715
Irvine, California (Zip Code)
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: 714-553-1200
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<S> <C>
HERBERT F. SMITH, Esq. Copies of Communications to:
General Counsel DAVID P. BICKS, Esq.
AVCO FINANCIAL SERVICES, INC. LEBOEUF, LAMB, GREENE & MACRAE
3349 Michelson Drive 125 West 55th Street
Irvine, California 92715 New York, New York 10019-5389
(Name and address of agent for service)
---------
</TABLE>
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE UPON ORDER OF THE COMMISSION PURSUANT TO SECTION 8(C) OF THE
SECURITIES ACT OF 1933.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
The following additional exhibits to the Registration Statement are filed
herewith:
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
- ------- -------------------------
4(i)(a) Indenture to be dated as of October 1, 1994 between the Company
and Mellon Bank, N.A., as Trustee.
25(i) Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939 of Mellon Bank, N.A., Trustee, filed pursuant to
Section 305(b)(2) of the Trust Indenture Act of 1939.
ITEM 17. UNDERTAKINGS
In addition to the undertakings contained in the original filing, the
undersigned registrant hereby undertakes:
(5) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF IRVINE, STATE OF
CALIFORNIA, ON THE 28TH DAY OF SEPTEMBER, 1994.
AVCO FINANCIAL SERVICES, INC.
By /s/ RONALD BUKOW
-------------------------------
Title: Executive Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 28TH DAY OF SEPTEMBER, 1994.
SIGNATURE TITLE
- ---------------------------------------- ---------------
* President and Director
- ---------------------------------------- (Principal Executive
(WARREN R. LYONS) Officer)
* Executive Vice President,
- ---------------------------------------- Treasurer and Director
(RONALD BUKOW) (Principal Financial
Officer)
* Executive Vice President,
- ---------------------------------------- Controller and Director
(GARY L. FITE) (Principal Accounting
Officer)
* Director
- ----------------------------------------
(L.B. CAMPBELL)
* Director
- ----------------------------------------
(GAYLORD E. FRANCIS)
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Signature Title
- ----------------------------- ---------------
* Director
- -----------------------------
(JAMES F. HARDYMON)
* Director
- -----------------------------
(T.P. HOLLOWELL)
* Director
- -----------------------------
(R.A. MCWHIRTER)
* Director
- -----------------------------
(WILLIAM J. PEARSON)
* Director
- -----------------------------
(EUGENE R. SCHUTT, JR.)
* Director
- -----------------------------
(HERBERT F. SMITH)
* Director
- -----------------------------
(THOMAS D. SOUTTER)
* Director
- -----------------------------
(JOHN C. SPENCE)
* Director
- -----------------------------
(R.A. WATSON)
*By /s/ Herbert F. Smith
- ------------------------------------
(HERBERT F. SMITH, ATTORNEY-IN-FACT)
(DIRECTOR)
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INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------- ------- --------------
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4(i)(a) Indenture to be dated as of October 1, 1994 between the Company and
Mellon Bank, N.A., as Trustee. . . . . . . . . . . . . . . . . .
25(i) Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of Mellon Bank, N.A., Trustee, filed pursuant to Section
305(b)(2) of the Trust Indenture Act of 1939 . . . . . . . . . . .
</TABLE>
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<PAGE> 1
Exhibit 4(i)(a)
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AVCO FINANCIAL SERVICES, INC.
AND
MELLON BANK, N.A.
Trustee
___________________
INDENTURE
___________________
Dated as of October 1, 1994
___________________
SENIOR DEBT SECURITIES
=================================================================
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INDENTURE, dated as of October 1, 1994, between AVCO FINANCIAL
SERVICES, INC., a Delaware corporation, having its principal office at 3349
Michelson Drive, Irvine, California 92715-1606 (the "Company"), and MELLON
BANK, N.A., as Trustee, a national banking association duly incorporated and
existing under the laws of the United States of America having its principal
corporate trust office at Two Mellon Bank Center, Room 325, Pittsburgh,
Pennsylvania 15259 (the "Trustee")
RECITALS OF THE COMPANY
The Company is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Company has determined to make and issue its
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Securities by the
Holders thereof and of the sum of One Dollar to the Company duly paid by the
Trustee at or before the ensealing and delivery of these presents, and for
other valuable consideration, the receipt whereof is hereby acknowledged, and
in order to declare the terms and conditions upon which the Securities are to
be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set
forth; and the Company, for itself and its successors, does hereby covenant and
agree to and with the Trustee and its successors in said trust, for the benefit
of those who shall hold the Securities, or any of them, as follows:
I. INCORPORATION BY REFERENCE
Except as otherwise provided herein, Articles One through Twelve,
other than clause (ii) of Section 11.02(d), of the Avco Financial Services,
Inc. Standard Multiple-Series Indenture Provisions dated, and filed with the
Securities and Exchange Commission on, May 11, 1984 (herein called the
"Standard Provisions"), are hereby incorporated herein by reference with the
same force and effect as though fully set out herein.
<PAGE> 3
II. ADDITIONAL PROVISIONS
Each of the following provisions, which constitutes part of this
Indenture, is numbered to conform with the format of the Standard Provisions:
A. Section 1.01 of the Standard Provisions is amended (i) to add
to the definition of "Trust Indenture Act" the phrase ", as amended by the
Trust Indenture Reform Act of 1990 and" after the date "1939" in the first line
of such definition; (ii) to add to the definition of "Officers' Certificate"
the word "or" after the word "President" in the second line of such definition
and to add the phrase "and by its" after the word "Presidents" in the third
line of such definition; (iii) to add to the definition of "Outstanding" the
phrase "and in the required currency or currency unit" after the word "amount"
in the second line of paragraph (b) of such definition; (iv) to add to the
definition of "Redemption Price" the phrase ", in the currency or currency unit
in which such Security is denominated or which is otherwise provided for
pursuant to this Indenture," after the word "price" in the second line of such
definition; (v) to amend the definition of "Business Day" to read in its
entirety as follows:
""Business Day", when used with the name of a city means any day
other than a day on which banking institutions in such city are authorized
or required by law to close, and shall otherwise mean each day of the week
which is not a day on which banking institutions at the place where any
specified act pursuant to this Indenture is to occur are authorized or
required by law to close."
and (vi) to add new definitions thereto, in the appropriate alphabetical
sequence, as follows:
"Component Currency": See Section 3.13(h) hereof.
"Conversion Date": See Section 3.13(d) hereof.
"Conversion Event" means the cessation of (i) the use of a Foreign
Currency by the government of the country which issued such currency and which
is used for the settlement of transactions by public institutions of or within
the international banking community, (ii) the use of the ECU both within the
European Monetary System and which is used for the settlement of transactions
by public institutions of or within the European Communities or (iii) the use
of any currency unit (other than the ECU) for the purposes for which it was
established.
"Currency Determination Agent" means the New York Clearing House
Bank, if any, from time to time selected by the Trustee for purposes of Section
3.13.
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"Depositary" shall mean, unless otherwise specified by the Company
pursuant to either Section 2.03 or 3.01, with respect to Securities of any
series issuable or issued as a Global Security, The Depository Trust Company,
New York, New York, or any successor thereto registered under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or
regulation.
"Dollar" means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
"Dollar Equivalent of the Currency Unit": See Section 3.13(g) hereof.
"Dollar Equivalent of the Foreign Currency": See Section 3.13(f)
hereof.
"ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.
"Election Date": See Section 3.13(h) hereof.
"European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.
"European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the
European Communities.
"Exchange Rate Officer's Certificate" means a telex or a certificate
setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar,
Foreign Currency or currency unit amounts of principal, premium, if any, and
interest, if any, respectively (on an aggregate basis and on the basis of a
Security having the lowest denomination principal amount pursuant to Section
3.02 in the relevant currency or currency unit), payable on the basis of such
Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a
certificate) by the Treasurer or any Assistant Treasurer of the Company.
"Foreign Currency" means a currency issued by the government of any
country other than the United States.
"Global Security" shall mean a Security issued to evidence all or a
part of any series of Securities which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and pursuant to
a Company Order, which shall be registered in the name of the Depositary or its
nominee.
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"Market Exchange Rate" means (i) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section 3.01
for the securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency the noon buying rate in the City of New York for
cable transfers in such Foreign Currency as announced by the Federal Reserve
Bank of New York for customs purposes and (iii) for any conversion of one
Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in either New York, London or any other
principal market for Dollars or such purchased Foreign Currency. In the event
of the unavailability of any of the exchange rates provided for in the
foregoing clauses (i), (ii) and (iii) the Currency Determination Agent, if any,
or, if there shall not be a Currency Determination Agent, then the Trustee,
shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City,
London or other principal market for such currency or currency unit in
question, or such other quotations as the Currency Determination Agent, or the
Trustee, as the case may be, shall deem appropriate. Unless otherwise
specified by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, if there is more than
one market for dealing in any currency or currency unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such
currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.
"Required Currency": See Section 3.14 hereof.
"Specified Amount": See Section 3.13(h) hereof.
"Valuation Date": See Section 3.13(c) hereof.
B. Section 1.02 of the Standard Provisions is amended to add to such section
(i) the parenthetical phrase "(including any covenants compliance
with which constitutes a condition precedent)" following the words
"precedent" in each of the fourth and sixth lines, respectively, of
the first paragraph of such section; and
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(ii) the parenthetical phrase "(other than annual certificates
provided pursuant to Section 12.06)" following the word "Indenture"
in the second line of the second paragraph of such section.
C. Section 1.04(a) of the Standard Provisions is amended to add
the following language at the end thereof:
"The Company may set a record date for purposes of determining the
identity of Holders entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture, which record date
shall be the later of 10 days prior to the first solicitation of such
consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 9.01 of this Indenture prior to such
solicitation. If a record date is fixed, those persons who were Holders
of Securities at such record date (or their duly designated proxies), and
only those persons, shall be entitled to take such action by vote or
consent or to revoke any vote or consent previously given, whether or not
such persons continue to be Holders after such record date. No such vote
or consent shall be valid or effective for more than 120 days after such
record date."
D. Section 1.08 of the Standard Provisions is amended in its
entirety to read as follows:
"If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of
and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be."
E. Section 2.01 of the Standard Provisions is amended to add the
words "or forms" after the word "form" in the first sentence of such Section.
F. Article Two of the Standard Provisions is amended to add a new
Section 2.03, which reads in its entirety as follows:
SECTION 2.03. Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Section 3.01 that the
Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute
and the Trustee shall, in
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accordance with Section 3.03 and the Company Order delivered to the
Trustee thereunder, authenticate and deliver such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, (iii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (iv) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for the
individual Securities represented hereby, this Global Security may not be
transferred except as a whole by the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary."
(b) Notwithstanding any other provision of this Section 2.03
or of Section 3.05, unless the terms of a Global Security expressly permit
such Global Security to be exchanged in whole or in part for individual
Securities, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 3.05, only to another nominee of the
Depositary for such Global Security, or to a successor Depositary for such
Global Security selected or approved by the Company or to a nominee of
such successor Depositary.
(c) (i) If at any time the Depositary for a Global Security
notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary for
the Securities for such series shall no longer be eligible or in good
standing under the Securities Exchange Act of 1934, asamended, or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Security. If a successor
Depositary for such Global Security is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 3.01(m) shall no
longer be effective with respect to such Global Security and the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities of such series in
exchange for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in
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definitive form in aggregate principal amount equal to the principal
amount of the Global Security, in exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion
determine that the Securities of any series issued or issuable in the form
of one or more Global Securities shall no longer be represented by such
Global Security or Securities. In such event, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form, in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities representing such series, in exchange for such Global Security
or Securities.
(iii) If specified by the Company pursuant to Section 3.01
with respect to Securities issued or issuable in the form of a Global
Security, the Depositary for such Global Security may surrender such
Global Security in exchange in whole or in part for individual Securities
of such series of like tenor and terms in definitive form on such terms as
are acceptable to the Company and such Depositary. Thereupon the Company
shall execute, and the Trustee shall authenticate and deliver, without
service charge, (1) to each Person specified by such Depositary a new
Security or Securities of the same series of like tenor and terms and of
any authorized denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Person's beneficial
interest in the Global Security; and (2) to such Depositary a new Global
Security of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to the
Holders thereof.
(iv) In any exchange provided for in any of the preceding
three paragraphs, the Company will execute, and the Trustee will
authenticate and deliver, individual Securities in definitive form in
authorized denominations. Upon the exchange of a Global Security for
individual Securities, such Global Security shall be cancelled by the
Trustee. Securities issued in exchange for a Global Security pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
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instruct the Trustee. The Trustee shall make available such Securities to
the persons in whose names such Securities are so registered.
G. Section 3.01 of the Standard Provisions is amended (i) to add
Section 2.03 to the sections referred to in the parenthetical exception to
paragraph (b) of Section 3.01; (ii) to add the phrase ", in the currency or
currency unit in which the Securities of such series are payable," after the
word "prices" in the fourth line of paragraph (g); (iii) to delete the symbol
"$" before the number "1000" in the first line of paragraph (h); (iv) to add
the phrase ", in the currency or currency unit in which the Securities of such
series are denominated" after the word "thereof" in the second line of
paragraph (h); (v) to delete the word "and" from the end of paragraph (l); (vi)
to redesignate paragraph (m) as paragraph (q); and (vii) to add new paragraphs
(m), (n), (o) and (p) as follows:
"(m) whether the Securities of the series shall be issued in
whole or in part in the form of a Global Security or Securities; the terms
and conditions, if any, upon which such Global Security or Securities may
be exchanged in whole or in part for other individual Securities; and the
Depositary for such Global Security or Securities;
(n) if other than Dollars, the coin or currency or currency
unit in which payment of the principal of (and premium, if any) and
interest on the Securities of the series shall be made or in which the
Securities of the series shall be denominated and the particular
provisions applicable thereto in addition to or in lieu of the provisions
of Section 3.13;
(o) if the principal of (and premium, if any) or interest on
the Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a coin or currency or currency unit other
than that in which the Securities are denominated or stated to be payable,
in addition to or in lieu of the provisions of Section 3.13, the period or
periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of determining the exchange
rate between the currency or currency unit in which the Securities are
denominated and the currency or currency unit in which the Securities are
stated to be payable;
(p) if the amount of payments of principal of (and premium, if
any) or interest on the Securities of the series may be determined with
reference to an index based on a coin or currency or currencies other than
that in which the Securities are denominated or stated
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to be payable, the manner in which such amounts shall be determined;
and"
H. Section 3.02 of the Standard Provisions is amended to add the
phrase ", and shall be payable in Dollars" after the word "thereof" in the last
sentence of such Section.
I. Section 3.05 of the Standard Provisions is amended (i) to amend
and restate the first sentence to read as follows:
"Subject to Section 2.03, Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same
series and having the same terms of other authorized denominations.";
and (ii) to add the following paragraph at the end of such Section:
"None of the Company, the Trustee, any Paying Agent or the Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on an account of Beneficial
Ownerships of interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such Beneficial Ownership
interests."
J. Article Three of the Standard Provisions is amended to add new
Sections 3.13 and 3.14, which read in their entirety as follows:
Section 3.13. Currency and Manner of Payments in Respect of
Securities.
(a) With respect to Securities of any series not permitting the
election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, except as
provided in paragraph (d) below, payment of the principal of (and premium,
if any) and interest, if any, on any Security of such series will be made
in the currency or currency unit in which such Security is payable.
(b) It may be provided pursuant to Section 3.01 with respect to the
Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of (and
premium, if any) and interest, if any, on such Securities in any of the
currencies or currency units which may be designated for such election by
delivering to the Trustee a written election, to be in form and substance
satisfactory to the Trustee, in its sole discretion, not later than the
close of business on the
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Election Date immediately preceding the applicable payment date. If a
Holder so elects to receive such payments in any such currency or currency
unit, such election will remain in effect for such Holder until changed by
such Holder by written notice to the Trustee (but any such change must be
made not later than the close of business on the Election Date immediately
preceding the next payment date to be effective for the payment to be made
on such payment date and no such change or election may be made with
respect to payments to be made on any Security of such series with respect
to which notice of redemption has been given by the Company pursuant to
Article Four). Any Holder of any such Security who shall not have
delivered any such election to the Trustee not later than the close of
business on the applicable Election Date will be paid the amount due on
the applicable payment date in the relevant currency or currency unit as
provided in paragraph (a) of this Section 3.13.
(c) If the election referred to in paragraph (b) above has been
provided for pursuant to Section 3.01, then not later than the fourth
Business Day after the Election Date for each payment date, the Trustee
will deliver to the Company a written notice specifying, in the currency
or currency unit in which each series of the Securities are payable, the
respective aggregate amounts of principal of (and premium, if any) and
interest, if any, on the Securities to be made on such payment date,
specifying the amounts so payable in respect of the Securities as to which
the Holders of Securities denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit as
provided in paragraph (b) above. If the election referred to in paragraph
(b) above has been provided for pursuant to Section 3.01 and if at least
one Holder has made such election, then, on the second Business Day
preceding each payment date the Company will deliver to the Trustee an
Exchange Rate Officer's Certificate in respect of the Dollar, Foreign
Currency or currency unit payments to be made on such payment date. The
Dollar, Foreign Currency or currency unit amount receivable by Holders of
Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the
basis of the applicable Market Exchange Rate in effect on the third
Business Day (the "Valuation Date") immediately preceding each payment
date.
(d) If a Conversion Event occurs with respect to a Foreign
Currency, the ECU or any other currency unit in which any of the
Securities are denominated or
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payable other than pursuant to an election provided for pursuant to
paragraph (b) above then with respect to each date for the payment of
principal of (and premium, if any) and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency, the ECU or
such other currency unit, as the case may be, occurring after the last
date on which such Foreign Currency, the ECU or such other currency unit,
as the case may be, was used (the "Conversion Date"), the Dollar shall be
the currency of payment for use on each payment date. The Dollar amount
to be paid by the Company to the Trustee and by the Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date
shall be the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit as determined
by the Currency Determination Agent, if any, or, if there shall not be a
Currency Determination Agent, then by the Trustee, in the manner provided
in paragraphs (f) or (g) below.
(e) If the Holder of a Security denominated in any currency or
currency unit shall have elected to be paid in another currency or
currency unit as provided in paragraph (b) above, and a Conversion Event
occurs with respect to such elected currency or currency unit, such Holder
shall receive payment in the currency or currency unit in which payment
would have been made in the absence of such election. If a Conversion
Event occurs with respect to the currency or currency unit in which
payment would have been made in the absence of such election, such Holder
shall receive payment in Dollars as provided in paragraph (d) of this
Section 3.13.
(f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent, if any, or, if there shall
not be a Currency Determination Agent, then by the Trustee, and shall be
obtained for each subsequent payment date by converting the specified
Foreign Currency into Dollars at the Market Exchange Rate on the
Conversion Date.
(g) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Currency Determination Agent, if any, or, if there shall
not be a Currency Determination Agent, then by the Trustee, and, subject
to the provisions of paragraph (h) below, shall be the sum of each amount
obtained by converting the Specified Amount of each Component Currency
into Dollars at the Market Exchange Rate for such Component Currency on
the Valuation Date with respect to each payment.
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<PAGE> 13
(h) For purposes of this Section 3.13 the following terms shall have
the following meanings:
A "Component Currency" shall mean any currency which, on the
Conversion Date, was a component currency of the relevant currency unit
(including, but not limited to, the ECU).
A "Specified Amount" of a Component Currency shall mean the number of
units of such Component Currency or fractions thereof which were
represented in the relevant currency unit (including, but not limited to,
the ECU) on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination
or subdivision, the Specified Amount of such Component Currency shall be
divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single
currency, the respective Specified Amounts of such Component Currencies
shall be replaced by an amount in such single currency equal to the sum of
the respective Specified Amounts of such consolidated Component Currencies
expressed in such single currency, and such amount shall thereafter be a
Specified Amount and such single currency shall thereafter be a Component
Currency. If after the Conversion Date any Component Currency shall be
divided into two or more currencies, the Specified Amount of such
Component Currency shall be replaced by amounts of such two or more
currencies, each of whose Dollar equivalent at the Market Exchange Rate on
the date of such replacement, shall be equal to the Dollar equivalent of
the Specified Amount of such former Component Currency at the Market
Exchange Rate on such date divided by the number of currencies into which
such Component Currency was divided, and such amounts shall thereafter be
Specified Amounts and such currencies shall thereafter be Component
Currencies. If, after the Conversion Date of the relevant currency unit
(including, but not limited to, the ECU) a Conversion Event (other than
any event referred to above in this definition of "Specified Amount")
occurs with respect to any Component Currency of such currency unit, the
Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into
Dollars at the Market Exchange Rate in effect on the Conversion Date of
such Component Currency.
"Election Date" shall mean the record date with respect to any
payment date and with respect to the Maturity shall mean the record date
(if within 16 or fewer days prior to the Maturity) immediately preceding
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<PAGE> 14
the Maturity and with respect to any series of Securities whose record
date immediately preceding the Maturity is more than 16 days prior to the
Maturity of any series of Securities for which no record dates are
provided with respect to interest payments, shall mean the date which is
16 days prior to the Maturity.
All decisions and determinations of the Trustee or the Currency
Determination Agent, if any, regarding the Dollar Equivalent of the
Foreign Currency, the Dollar Equivalent of the Currency Unit and the
Market Exchange Rate shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company and all Holders of the Securities denominated or
payable in the relevant currency or currency units. In the event of a
Conversion Event with respect to a Foreign Currency, the Company, after
learning thereof, will immediately give notice thereof to the Trustee (and
the Trustee will promptly thereafter give notice in the manner provided in
Section 1.06 to the Holders) specifying the Conversion Date. In the event
of a Conversion Event with respect to the ECU or any other currency unit
in which Securities are denominated or payable, the Company, after
learning thereof, will immediately give notice thereof to the Trustee (and
the Trustee will promptly thereafter give notice in the manner provided in
Section 1.06 to the Holders) specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In
the event of any subsequent change in any Component Currency as set forth
in the definition of Specified Amount above, the Company, after learning
thereof, will similarly give notice to the Trustee. The Trustee shall be
fully justified and protected in relying and acting upon information
received by it from the Company and the Currency Determination Agent, if
any, and shall not otherwise have any duty or obligation to determine such
information independently.
Section 3.14. Payment To Be in Proper Currency. In the case of any
Security denominated in any particular currency or currency unit (the
"Required Currency"), subject to applicable law and except as otherwise
provided herein, therein or in or pursuant to the related Board Resolution
or supplemental indenture, the obligation of the Company to make any
payment of principal, premium or interest thereon shall not be discharged
or satisfied by any tender by the Company, or recovery by the Trustee, in
any currency or currency unit other than the Required Currency, except to
the extent that such tender or recovery shall result in the Trustee's
timely holding the full amount of the Required Currency then due and
payable. If any such tender or
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<PAGE> 15
recovery is made in other than the Required Currency, the Trustee may take
such actions as it considers appropriate to exchange such other currency
or currency unit for the Required Currency. The costs and risks of any
such exchange, including, without limitation, the risks of delay and
exchange rate fluctuation, shall be borne solely by the Company, the
Company shall be liable for any shortfall or delinquency in the full
amount of the Required Currency then due and payable, and in no
circumstances shall the Trustee be liable therefor. The Company hereby
waives any defense of payment based upon any such tender or recovery which
is not in the Required Currency, or which, when exchanged for the Required
Currency by the Trustee, is less than the full amount of the Required
Currency then due and payable.
K. Section 4.03 of the Standard Provisions is amended (i) to
delete the symbol "$" before the number "1,000" in the ninth line of the first
paragraph; (ii) to add the phrase "in the currency or currency unit in which
the Securities of such series are denominated" after the number "1,000" in the
ninth line of the first paragraph; and (iii) to amend and restate the last
sentence of the first paragraph to read as follows:
"The portions of the principal amount of Securities so selected for
partial redemption shall be equal to 1,000 in the currency or
currency unit in which the Securities of such series are denominated
or any integral multiple thereof, except as otherwise set forth in
the applicable form of Securities."
L. Section 4.05 of the Standard Provisions is amended to read in
its entirety as follows:
"At least one Business Day prior to any Redemption Date with respect
to the Securities of any series, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided Section
12.03 hereof) an amount of money in the currency or currency unit in
which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series
and except as provided in Section Section 3.13(b), 3.13(d) and
3.13(e) hereof) sufficient to pay the Redemption Price of, and
accrued interest, if any, on, all Securities or portions thereof
which are to be redeemed on the Redemption Date."
M. Section 4.06 of the Standard Provisions is amended to add the
phrase "in the currency or currency unit in which the Securities of such Series
are payable (except as otherwise
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<PAGE> 16
specified pursuant to Section 3.01 for the Securities of such series and
except as provided in Section Section 3.13(b), 3.13(d) and 3.13(e)
hereof)" after the word "Date" in the fourth line of the first paragraph
of such Section.
N. Section 5.03 of the Standard Provisions is amended (i) to add
the phrase "in the currency or currency unit in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for
the Securities of such series and except as provided in Section Section
3.13(b), 3.13(d) and 3.13(e) hereof)" after the word "cash" in the sixth line
of the first paragraph; (ii) to add the parenthetical phrase "(in the currency
or currency unit described above)" (x) after the word "payments" in the
fourteenth line of the first paragraph, (y) after the word "cash" in the
eighteenth line of the first paragraph, and (z) after the word "cash" in the
second line of the second paragraph; (iii) to add the phrase ", or its
equivalent in the currency or currency unit described above" after the number
"$100,000" in the third line of the second paragraph; (iv) to add the
parenthetical phrase "(in the currency or currency unit described in the first
paragraph of this Section 5.03)" (x) after the word "money" in the second line
of the fourth paragraph, (y) after the word "cash" in the ninth line of the
fifth paragraph, and (2) after the word "moneys" in each of the eleventh,
thirteenth, seventeenth, and eighteenth lines, respectively, of the fifth
paragraph of such Section; and (v) to add the following sentence at the end of
the second paragraph:
"The Trustee shall not convert any currency or currency unit in which
the Securities of such series are payable for the purposes of such
sinking fund application unless specifically requested to do so by
the Company, and any such conversion agreed to by the Trustee in
response to such request shall be for the account and at the expense
of the Company and shall not affect the Company's obligation to pay
the Holders in the currency or currency unit to which such Holder may
be entitled."
O. Section 6.01 of the Standard Provisions is amended (i) to add
the phrase "in the currency or currency unit in which the Securities of such
Series are denominated (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except as provided in Section Section
3.13(b), 3.13(d) and 3.13(e) hereof)" after the word "amount" in the second
line after paragraph (a)(ii)(C) of such Section; (ii) to add the phrase "and
the obligations of the Company contained in Section 3.13(c) to deliver the
Exchange Rate Officer's Certificate" after the word "hereof" in the third line
of the last sentence of such Section; and (iii) to add the following language
at the end of such Section:
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<PAGE> 17
"Notwithstanding the satisfaction of the conditions set forth in this
Section 6.01 with respect to all the Securities of any series not
denominated in Dollars, upon the happening of any Conversion Event
the Company shall be obligated to make the payments in Dollars
required by Section 3.13(d) to the extent that the Trustee is unable
to convert any Foreign Currency or currency unit in its possession
pursuant to Section 6.01(a) into the Dollar Equivalent of the Foreign
Currency or the Dollar Equivalent of the Currency Unit, as the case
may be. The Trustee shall return to the Company any non- converted
funds or securities in its possession after such payments have been
made."
P. Section 7.02 of the Standard Provisions is amended to add the
phrase "in the currency or currency unit in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series and except as provided in Section Section 3.13(b),
3.13(d) and 3.13(e) and 8.07 hereof)" after the word "pay" in the second line
of paragraph (a) of such Section.
Q. Section 7.08 of the Standard Provisions is amended to add the
phrase ", in the currency or currency unit herein prescribed," after the word
"payment" in the third line of such Section.
R. Article Seven of the Standard Provisions is amended to add a
new Section 7.16, which reads in its entirety as follows:
SECTION 7.16 Judgment Currency. If for the purpose of obtaining a
judgment in any court with respect to any obligation of the Company
hereunder or under any Security, it shall become necessary to convert into
any other currency or currency unit any amount in the currency or currency
unit due hereunder or under such Security, then such conversion shall be
made at the Market Exchange Rate as in effect on the date the Company
shall make payment to any Person in satisfaction of such judgment. If
pursuant to any such judgment, conversion shall be made on a date other
than the date payment is made and there shall occur a change between such
Market Exchange Rate and the Market Exchange Rate as in effect on the date
of payment, the Company agrees to pay such additional amounts (if any) as
may be necessary to ensure that the amount paid is the amount in such
other currency or currency unit which, when converted at the Market
Exchange Rate as in effect on the date of payment or distribution, is the
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<PAGE> 18
amount then due hereunder or under such Security. Any amount due from the
Company under this Section 7.16 shall be due as a separate debt and is not
to be affected by or merged into any judgment being obtained for any other
sums due hereunder or in respect of any Security. In no event, however,
shall the Company be required to pay more in the currency or currency unit
due hereunder or under such Security at the Market Exchange Rate as in
effect when payment is made than the amount of currency or currency unit
stated to be due hereunder or under such Security so that in any event the
Company's obligations hereunder or under such Security will be effectively
maintained as obligations in such currency or currency unit, and the
Company shall be entitled to withhold (or be reimbursed for, as the case
may be) any excess of the amount actually realized upon any such
conversion over the amount due and payable on the date of payment or
distribution.
S. Section 8.06 of the Standard Provisions is amended to add the
phrase "Except as provided in Section 8.16," to the beginning of such Section.
T. Section 8.07 of the Standard Provisions is amended to add the
phrase "in Dollars" (i) after the word "compensation" in the second line of
paragraph (a); (ii) after the word "Trustee" in the second line of paragraph
(b); and (iii) after the word "Trustee" in the first line of paragraph (c) of
such Section.
U. Section 8.08 of the Standard Provisions is amended to read in
its entirety as follows:
"The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act
during the period of time provided for therein. In determining whether
the Trustee has a conflicting interest as defined in Section 310(b) of the
Trust Indenture Act with respect to the Securities of any series, there
shall be excluded this Indenture with respect to Securities of any
particular series of Securities other than that series. Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the penultimate paragraph of Section 310(b) of the Trust
Indenture Act."
V. Section 8.09 of the Standard Provisions is amended to read in
its entirety as follows:
"There shall at all times be a Trustee hereunder for each series of
Securities, which shall be at all times either
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<PAGE> 19
(i) a corporation organized and doing business under the laws of the
United States of America or of any State or territory or the District
of Columbia, authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by Federal, State,
territory or District of Columbia authority, or
(ii) a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission,
authorized under such laws to exercise corporate trust powers, and
subject to supervision or examination by authority of such foreign
government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional trustees,
in either case having a combined capital and surplus of at least
$25,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section 8.09, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee for the Securities of
any series shall cease to be eligible in accordance with the provisions of
this Section 8.09, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article Eight. Neither the Company
nor any Person directly or indirectly controlling, controlled by, or under
common control with the Company shall serve as Trustee for the Securities
of any series issued hereunder."
W. Section 8.10(d)(i) of the Standard Provisions is amended to:
(i) delete the phrase "Subsection (a) of Section 8.08 hereof" after the
word "with" in the second line thereof and to add the phrase in
substitution for such deleted phrase "Section 310(b) of the Trust
Indenture Act"; and
(ii) to add immediately after the word "months" in the fifth line thereof
the phrase ", unless the Trustee's duty to resign is stayed in
accordance
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<PAGE> 20
with the provisions of Section 310(b) of the Trust Indenture Act."
X. Section 8.13 of the Standard Provisions is hereby amended to:
(i) substitute the word "three" for the word "four" in the third
line of subsection (a) thereof;
(ii) substitute the word "three" for the word "four" in the third
line of subsection (a)(i) thereof;
(iii) substitute the word "three" for the word "four" in the third
line of subsection (a)(ii) thereof;
(iv) substitute the word "three" for the word "four" in the third
line of paragraph (2) thereof;
(v) substitute the word "three" for the word "four" in the fourth
and ninth lines, respectively, of paragraph (3) thereof;
(vi) substitute the word "three" for the word "four" in the second
line of the first full paragraph immediately after paragraph (4) thereof;
(vii) substitute the word "three" for the word "four" in the second
and sixth lines, respectively, of the first full paragraph on page 58 of
the Indenture; and
(viii) substitute the word "three" for the word "four" in
subparagraphs (i) and (ii) of the first full paragraph on page 58 of the
Indenture.
Y. Article Eight of the Standard Provisions is amended to add new
Sections 8.15 and 8.16, which read in their entirety as follows:
SECTION 8.15 Other Matters Concerning the Trustee.
(a) At the date of this Indenture, the Corporate Trust Office of
the Trustee is located at Two Mellon Bank Center, Room 325, Pittsburgh,
Pennsylvania 15259.
(b) Anything in Section 12.02 to the contrary notwith-standing, the
office or agency of the Company in the Borough of Manhattan, The City of
New York, where Securities of any series may be presented or surrendered
for payment, where Securities of such series may be surrendered for
registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities
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<PAGE> 21
of such series and this Indenture may be served, shall initially be the
corporate trust facility of the Trustee in the Borough of Manhattan, The
City of New York, which at the order of this Indenture is located as 120
Broadway, 13th Floor, New York, New York 10271 (c/o Mellon Securities
Trust Company).
Section 8.16. Moneys of Different Currencies To Be Segregated.
The Trustee shall segregate moneys, funds and accounts held by the
Trustee hereunder in one currency (or currency unit) from any moneys,
funds or accounts in any other currencies (or currency units),
notwithstanding any provision herein which would otherwise permit the
Trustee to commingle such amounts.
Z. Section 9.03(a) of the Standard Provisions is amended to:
(i) add the phrase "any of the following events which may have
occurred during the twelve months preceding the date of such report (but
if no such event has occurred within such period, no report need be
transmitted)" immediately after the word "to" on the sixth line of
subsection (a) of Section 9.03;
(ii) add the phrase "any change to" immediately after (i) of Section
9.03(a)(i) and deleting the phrase "or in lieu thereof, if to the best of
its knowledge it has continued to be eligible and qualified under said
Section 8.08 and Section 8.09, a written statement to such effect";
(iii) add a new subsection (ii) thereto, which will read in its
entirety as follows:
"(ii) the creation of or any material change to a relationship
specified in Section 310(b)(1) through Section 310(b)(10) of the
Trust Indenture Act;"
(iv) change subsection number "(ii)" to "(iii)";
(v) change subsection numbers "(iii)" and "(iv)" to "(iv)" and
"(v)", respectively, and add the phrase "any change to" immediately after
such subsection numbers; and
(vi) change subsection numbers "(v)" and "(vi)" to "(vi)" and
"(vii)", respectively.
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<PAGE> 22
AA. Article Nine of the Standard Provisions is amended to add a new
Section 9.05, which reads in its entirety as follows:
SECTION 9.05 Delivery of Reports by the Trustee. The date referred
to in Section 9.03 hereof, 60 days after which the Trustee is required to
transmit the reports referred to in such Section 9.03, shall be the first
May 15 which occurs not less than 60 days following the first date of
issuance of the Securities of any series under this Indenture.
AB. Section 11.02 of the Standard Provisions is amended to delete
the phrase "or the coin or currency" after the word "payment" in the fourth
line of paragraph (a) and to add the phrase in substitution for such deleted
phrase "or the currency or currency unit."
AC. Section 12.01 of the Standard Provisions is amended to add the
phrase ", in the currency or currency unit in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for
the Securities of such series and except as provided in Section Section
3.13(b), 3.13(d) and 3.13(e) hereof)," after the word "pay" in the first line
of such Section.
AD. Section 12.03 of the Standard Provisions is amended (i) to add
the phrase ", in the currency or currency unit in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for
the Securities of such series and except as provided in Section Section
3.13(b), 3.13(d) and 3.13(e) hereof)," after the word "sum" in the fourth line
of the first paragraph; and (ii) to add the parenthetical phrase "(in the
currency or currency unit described in the preceding paragraph)" after the word
"sum" in the fourth line of the second paragraph of such Section.
AE. Section 12.06(b) of the Standard Provisions is amended in its
entirety to read as follows:
"(b) file with the Trustee concurrently with the filing of the foregoing
financial statements, a certificate of the principal executive officer,
the principal financial officer or the principal accounting officer of the
Company, stating whether or not, to the knowledge of the signer, the
Company has complied with all conditions and covenants on its part
contained in this Indenture, and if the signer has obtained knowledge of
any default by the Company in the performance, observance or fulfillment
of any such condition or covenant, specifying each such default and the
nature thereof (provided that, for purposes of this subsection (b),
compliance shall be determined without
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<PAGE> 23
regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture);"
IN WITNESS WHEREOF, AVCO FINANCIAL SERVICES, INC. has caused this
Indenture to be signed in its corporate name by its Chairman of the Board, its
President or a Vice President, and its corporate seal to be affixed hereunto,
and the same to be attested by the signature of its Secretary or an Assistant
Secretary; and MELLON BANK, N.A., in evidence of its acceptance of the trust
hereby created, has caused this Indenture to be signed in its corporate name by
one of its authorized representatives, and its corporate seal to be affixed
hereunto, and the same to be attested by one of its Assistant Secretaries.
Executed and delivered as of the day and year first above written.
AVCO FINANCIAL SERVICES, INC.
By:_________________________________
Name:
Title:
[SEAL]
ATTEST:
By:____________________________
Name:
Title:
MELLON BANK, N.A.
By:_________________________________
Name:
Title:
[SEAL]
ATTEST:
By:____________________________
Name:
Title:
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<PAGE> 24
STATE OF CALIFORNIA )
: ss.:
COUNTY OF ORANGE )
On the ___ day of ___________, 1994, before me personally came
_____________________, to me known, who being by me duly sworn, did depose and
say that he resides at ________________________________, that he is a
____________________ of AVCO FINANCIAL SERVICES, INC., one of the corporations
described in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
_____________________________
Notary Public
My Commission Expires _____________
[SEAL]
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF ALLEGHENY )
On the ___ day of ___________, 1994, before me personally came
_____________________, to me known, who being by me duly sworn, did depose and
say that he resides at ________________________________, that he/she is an
_________________________ of MELLON BANK, N.A., one of the corporations
described in and which executed the above instrument; that he/she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation, and that he/she signed his/her name thereto by like order.
_____________________________
Notary Public
My Commission Expires _____________
[SEAL]
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<PAGE> 1
Exhibit 25(i)
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) W /X/
MELLON BANK, N.A.
(Name of Trustee)
25-0659306 U.S.
(I.R.S. Employer Identification No.) (Jurisdiction of incorporation)
One Mellon Bank Center
Pittsburgh, PA 15258-0001
(Address of Principal Executive Office)
DARYL J. ZUPAN
First Vice President
MELLON BANK, N.A.
ONE MELLON BANK CENTER
PITTSBURGH, PENNSYLVANIA 15258-0001
412-234-2472
(Name, Address and Telephone Number of Agent for Service)
------------------
AVCO FINANCIAL SERVICES, INC.
(Name of Obligor)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
13-2530491
(I.R.S. Employer Identification No.)
3349 MICHELSON DRIVE, IRVINE, CALIFORNIA 92715
(Address of Principal Executive Offices)
DEBT SECURITIES
(Title of Indenture Securities)
<PAGE> 2
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 Washington, D.C.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
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.
ITEMS 3-15 ARE NOT APPLICABLE SINCE THE OBLIGOR IS NOT IN DEFAULT ON SECURITIES
ISSUED UNDER INDENTURES UNDER WHICH THE APPLICANT IS TRUSTEE.
16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF
THIS STATEMENT OF ELIGIBILITY.
<TABLE>
<S> <C>
EXHIBIT 1 -- Copy of articles of association of the trustee as now in effect,
filed as Exhibit 1 to trustee's statement of eligibility and
qualification, Registration No. 33-46990, and incorporated herein
by reference.
EXHIBIT 2 -- Copy of certificate of the authority of the trustee to
commence business, copy of certificate of consolidation with
The Union Trust Company of Pittsburgh and copy of
certificate approving merger of Mellon National Bank and Trust
Company into Mellon Bank, N.A., filed as Exhibit T1A(b) to
trustee's statement of eligibility and qualification,
Registration No. 33-13020, and incorporated herein by reference.
EXHIBIT 3 -- Copy of certificate as to authority of the trustee to
exercise corporate trust powers, filed as Exhibit T1A(c) to
trustee's statement of eligibility and qualification,
Registration No. 33-13020, and incorporated herein by reference.
EXHIBIT 4 -- Copy of existing by-laws of the trustee, filed as Exhibit 4 to
trustee's statement of eligibility and qualification,
Registration No. 33-46990, and incorporated herein by reference.
EXHIBIT 5 -- Copy of each indenture referred to in Item 4, if the obligor is
in default. Not Applicable.
EXHIBIT 6 -- Consent of the trustee required by Section 321(b) of the Act,
filed as Exhibit T1D to trustee's statement of eligibility and
qualification, Registration No. 33-13020, and incorporated herein
by reference.
EXHIBIT 7 -- Copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.
</TABLE>
1
<PAGE> 3
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE
TRUSTEE, MELLON BANK, N.A., 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 PITTSBURGH, AND COMMONWEALTH OF
PENNSYLVANIA, ON THE 26TH DAY OF SEPTEMBER, 1994.
MELLON BANK, N.A.
TRUSTEE
By DARYL J. ZUPAN
--------------------------------------
Daryl J. Zupan
First Vice President
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EXHIBIT 7
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF
MELLON BANK, N.A.
FOR JUNE 30, 1994
IN THE COMMONWEALTH OF PENNSYLVANIA, AT THE CLOSE OF BUSINESS ON JUNE 30,
1994. PUBLISHED IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER
TITLE 12, UNITED STATES CODE, SECTION 161.
CHARTER NO. 6301 NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
(in thousands)
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<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . $ 1,648,651
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . 724,431
Securities:
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . 3,002,024
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . 2,365,149
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477,177
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . 21,906
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . . . $20,202,731
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . 454,513
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . 19,748,218
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . 551,344
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . 364,848
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,945
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . 145,939
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 728,132
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,163,108
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TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,090,872
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LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,394,716
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . $ 5,079,101
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . 15,315,615
In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . 1,860,315
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . 12,827
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . 1,847,488
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 IBFs:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,203,684
Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . 12,474
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . 1,600,000
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428,433
Other borrowed money:
With original maturity of one year or less . . . . . . . . . . . . . . . . . . 259,604
With original maturity of more than one year . . . . . . . . . . . . . . . . . 161,331
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . 1,568
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . 145,939
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . 690,871
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 803,378
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 28,562,313
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,285
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . 1,194,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . 1,206,549
Net unrealized holding gains (losses) on available-for-sale securities . . . . . (31,957)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . (7,436)
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . 2,528,559
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL . $31,090,872
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I, Michael K. Hughey, Senior Vice President and Corporate Controller 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.
Michael K. Hughey
August 10, 1994
We, the undersigned directors, attest to the correctness of this Statement
of Resources and Liabilities. We 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 and is true and correct.
FRANK V. CAHOUET
W. KEITH SMITH
CHARLES A. CORRY
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