<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1995
REGISTRATION NO. 33-55953
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.)
600 Anton Boulevard 92628
Costa Mesa, California (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
Registrant's telephone number, including area code: 714-553-1200
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<TABLE>
<S> <C>
HERBERT F. SMITH, Esq. Copies of Communications to:
General Counsel DAVID P. BICKS, Esq.
AVCO FINANCIAL SERVICES, INC. LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
600 Anton Boulevard 125 West 55th Street
Costa Mesa, California 92628 New York, New York 10019-5389
(NAME AND ADDRESS OF AGENT FOR SERVICE)
</TABLE>
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
=================================================================================================
<S> <C> <C> <C> <C>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED(1) PER UNIT(2) PRICE(2) FEE(3)
------------------------------------------------------------------------------------------------
Debt Securities and Warrants to
purchase Debt Securities........ $1,500,000,000 100% $1,500,000,000 $517,242
================================================================================================
</TABLE>
(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt Securities
and Warrants aggregating $1,500,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
Any offering of Debt Securities or Warrants denominated in any foreign
currencies or foreign currency units will be treated as the equivalent in U.S.
dollars based on the exchange rate applicable to the purchase of such Debt
Securities or Warrants from the registrant.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained herein constitutes a combined Prospectus relating also to $247,205,000
unsold principal amount of Debt Securities and Warrants to purchase Debt
Securities registered pursuant to Registration Statement No. 33-50547.
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<PAGE> 2
AVCO FINANCIAL SERVICES, INC.
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
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The Company from time to time may issue in one or more series its unsecured
debt securities ("Debt Securities") and warrants ("Warrants") to purchase Debt
Securities (the Debt Securities and the Warrants being herein collectively
called the "Securities") for proceeds up to $1,747,205,000, or the equivalent
thereof if any of the Securities are denominated in a foreign currency or a
foreign currency unit. The Debt Securities of each series will be offered on
terms determined at the time of sale. The Debt Securities and Warrants may be
sold for U.S. dollars, foreign currencies or foreign currency units, and the
principal of and any interest on the Debt Securities may be payable in U.S.
dollars, foreign currencies or foreign currency units. The specific designation,
aggregate principal amount, the currency or currency unit for which the
Securities may be purchased, the currency or currency unit in which the
principal and any interest is payable, the rate (or method of calculation) and
time of payment of any interest, authorized denominations, maturity, offering
price, any redemption terms, any exchange or conversion terms or other specific
terms of the series of Debt Securities in respect of which this Prospectus is
being delivered are set forth in the accompanying Prospectus Supplement
("Prospectus Supplement"). With regard to the Warrants, if any, in respect of
which this Prospectus is being delivered, the Prospectus Supplement sets forth a
description of the Debt Securities for which each Warrant is exercisable and the
offering price, if any, exercise price, duration, detachability and other terms
of the Warrants.
The Securities may be sold through underwriters or dealers or may be sold
by the Company directly or through agents designated from time to time. The
names of any underwriters or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered and their compensation are
set forth in the Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is May , 1995
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
---------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the offices of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549; 500 West Madison
Street, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. This Prospectus does not contain all information set forth in
the Registration Statements and Exhibits thereto which the Company has filed
with the Commission under the Securities Act of 1933 and to which reference is
hereby made.
The Company intends to publish annual reports with financial information
that has been audited and reported upon, with an opinion expressed, by
independent auditors. These reports will not be distributed to holders of the
Securities but will be available to them upon request.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, its Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
and its Current Report on Form 8-K dated May 1, 1995, heretofore filed with the
Commission pursuant to the Securities Exchange Act of 1934, are incorporated
herein by reference. All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the termination of the offering of the Securities offered
hereby shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or in
the accompanying Prospectus Supplement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST BY SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO: AVCO FINANCIAL SERVICES, INC., 600
ANTON BOULEVARD, P.O. BOX 5011, COSTA MESA, CALIFORNIA 92628-5011, ATTENTION:
SECRETARY (714-445-7860).
2
<PAGE> 4
THE COMPANY
Avco Financial Services, Inc. (the "Company"), organized under the laws of
Delaware on July 17, 1964, is the successor to the finance business of Seaboard
Finance Company, originally established in 1927, and the finance business of
Delta Acceptance Corporation Limited, originally established in 1954. All the
Company's outstanding capital stock is owned by Textron Inc., a Delaware
corporation. Unless the context otherwise requires, the term "Company" herein
refers to Avco Financial Services, Inc. and its consolidated subsidiaries.
The Company is principally engaged in consumer finance and insurance
activities. The Company's finance operations mainly involve loans made by the
Avco Financial Services Group consisting of consumer loans, which are unsecured
or secured by personal property and are in relatively small amounts and for
relatively short periods; real estate loans, which are secured by real property
and are in larger amounts and for considerably longer periods; and retail
installment contracts, principally covering personal property. As of December
31, 1994 the Company operated 1,198 finance offices located in all states of the
United States (except Arkansas, Kansas, Maine, Michigan, Mississippi, Oklahoma,
Texas and Vermont), the Commonwealth of Puerto Rico, the Virgin Islands, all
Canadian provinces and the Yukon Territory, six Australian states and the
Australian Capital Territory, Hong Kong, New Zealand, Spain and the United
Kingdom. The Company's insurance business consists primarily of the sale of
credit life, credit disability and casualty insurance offered by various
subsidiaries (Avco Insurance Services Group), a significant part of which is
directly related to its finance activities.
The Company's principal executive offices are located at 600 Anton
Boulevard, P.O. Box 5011, Costa Mesa, California 92628-5011 (tel. 714-553-1200
or, after July 1, 1995, 714-435-1200).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of the Company for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------- ------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.5 1.5 1.5 1.7 1.7 1.6
</TABLE>
The ratios of earnings to fixed charges represent the number of times fixed
charges (interest and debt expense [without adjustments for discounts or
premiums from the repurchase of debt securities] and one-third of all rent and
related costs, considered to represent an appropriate interest factor, charged
to income) are covered by earnings from operations before income taxes,
extraordinary item, cumulative effect of changes in accounting principles and
fixed charges.
APPLICATION OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities will be added
to the general funds of the Company and will be applied initially to the
reduction of short-term commercial paper borrowings incurred in the ordinary
course of the financing activities of the Company. Additional financing which
may be required from time to time will be effected through such means as the
Company deems appropriate at the time. The amount of further financing, as well
as the purposes for which the proceeds thereof will be used, cannot now be
determined.
3
<PAGE> 5
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute senior debt of the Company and will be
issued under one or more separate indentures described below (each an
"Indenture"), in each case between the Company and a banking institution
organized under the laws of the United States of America or of any State thereof
(each a "Trustee"). The following summary of certain provisions of the
Indentures does not purport to be complete and is qualified in its entirety by
reference to the applicable Indenture, a copy of which is filed as an exhibit to
the Registration Statement. All article and section references appearing herein
are to articles and sections of the applicable Indenture, and all capitalized
terms have the meanings specified in the applicable Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company. None of
the Indentures limits the amount of Debt Securities which may be issued
thereunder and each Indenture provides that Debt Securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by the Company. (Article Three) The Indentures do not contain any
covenant or other provision that is specifically intended to afford any Holder
special protection in the event of a highly leveraged transaction. Reference is
made to the Prospectus Supplement which accompanies this Prospectus for the
following terms and other information with respect to the Debt Securities being
offered thereby: (i) the title of the Debt Securities; (ii) the designation,
aggregate principal amount and authorized denominations of such Debt Securities;
(iii) the percentage of their principal amount at which such Debt Securities
will be issued; (iv) the currency, currencies or currency units for which the
Debt Securities may be purchased and the currency, currencies or currency units
in which the principal of and any interest on such Debt Securities may be
payable; (v) the date on which such Debt Securities will mature; (vi) the rate
per annum at which such Debt Securities will bear interest, if any, or the
method of determination of such rate; (vii) the dates on which such interest, if
any, will be payable and the record dates for such payment dates; (viii) the
Trustee under the Indenture pursuant to which the Debt Securities are to be
issued; (ix) any redemption terms; and (x) any exchange or conversion terms or
other specific terms.
If any of the Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Securities and such currencies or currency units
will be set forth in the Prospectus Supplement relating thereto.
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, principal, premium, if any, and interest, if any, are to be
payable at the Corporate Trust Office of the Trustee or its successors in The
City of New York, or at the office or agency of the Company maintained for such
purposes in the Borough of Manhattan, The City of New York, provided that
payment of interest, if any, may be made at the option of the Company by check
mailed to the persons in whose names the Debt Securities are registered at the
close of business on the day specified in the Prospectus Supplement accompanying
this Prospectus. (sec. 3.12)
The Debt Securities will be issued only in fully registered form without
coupons. (sec. 3.02) Such Debt Securities will be exchangeable for other Debt
Securities of the same series, registered in the same name, for a like aggregate
principal amount in authorized denominations and will be transferable at any
time or from time to time at the Corporate Trust Office of the Trustee or at any
other office or agency of the Company maintained for that purpose. No charge
will be made to the Holder for any such exchange or transfer except for any tax
or governmental charge incidental thereto. (sec. 3.05) If so specified in the
Prospectus Supplement which accompanies this Prospectus, the Company may provide
for the issuance of uncertificated Debt Securities in addition to or in place of
certificated Debt Securities and for the issuance of one or more Global
Securities denominated in an amount equal to all or a portion of the aggregate
principal amount of the series of Debt Securities.
Debt Securities of a single series may be issued at various times with
different maturity dates, may bear interest at different rates and may otherwise
vary.
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<PAGE> 6
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable to any such series will be
described in the Prospectus Supplement relating thereto.
None of the Company's outstanding debt is, and the Debt Securities will not
be, guaranteed by Textron Inc.
CERTAIN RESTRICTIVE PROVISIONS
None of the Indentures limits the amount of indebtedness which may be
incurred by the Company or its Subsidiaries but each Indenture contains a
covenant that neither the Company nor any of its Domestic Finance Subsidiaries
or Domestic Insurance Subsidiaries will suffer to exist any lien upon its assets
or acquire assets subject to any lien, except (i) liens for taxes and
governmental charges not yet due or being contested in good faith; (ii)
incidental liens other than in connection with the borrowing of money or
obtaining of credit; (iii) liens securing obligations of a Domestic Finance
Subsidiary or Domestic Insurance Subsidiary to the Company or another Domestic
Finance Subsidiary or Domestic Insurance Subsidiary; (iv) certain liens on
acquired property; and (v) conditional sales or title retention agreements and
other security devices affecting certain acquired property. (sec. 12.08) In
addition, each Indenture provides that neither the Company nor any Subsidiary
will make any loan to, or enter into any other transaction with, an Affiliate on
terms and conditions less favorable to the Company or such Subsidiary than the
terms and conditions which would apply in a similar transaction with an
unaffiliated party, provided that this covenant will not apply to transactions
involving the Company and its Subsidiaries exclusively. (sec. 12.09) The Holders
of 66 2/3% in principal amount of the Debt Securities at the time Outstanding of
each series which is affected thereby, may waive from time to time compliance by
the Company with the foregoing restrictive covenants. (sec. 12.11)
MODIFICATION OF THE INDENTURES
Modifications and amendments of any Indenture may be made by the Company
and the applicable Trustee with the consent of the Holders of 66 2/3% in
principal amount of each series of the Debt Securities at the time Outstanding
under such Indenture which is affected thereby, provided that no such
modification or amendment may, without the consent of the Holder of each Debt
Security affected thereby: (i) modify the terms of payment of principal,
premium, if any, or interest; (ii) reduce the above stated percentage of Holders
of Debt Securities necessary to modify or amend such Indenture or waive
compliance by the Company with any restrictive covenant; or (iii) subordinate
the indebtedness evidenced by the Debt Securities to any indebtedness of the
Company. (sec. 11.02)
EVENTS OF DEFAULT, NOTICE AND WAIVER
Except as may otherwise be set forth in the Prospectus Supplement, each
Indenture provides that the following are Events of Default thereunder with
respect to any series of Debt Securities issued thereunder; default in the
payment of the principal of (or premium, if any, on) any Debt Security of such
series at its Maturity; default in making a sinking fund payment, if any, when
and as the same shall be due and payable by the terms of the Debt Securities of
such series; default for 30 days in the payment of any installment of interest
on any Debt Security of such series; default for 60 days after written notice in
the performance of any other covenant in respect of the Debt Securities of such
series contained in such Indenture; certain events of bankruptcy, insolvency or
reorganization, or court appointment of a receiver, liquidator or trustee of the
Company or its property; an event of default with respect to any other series of
Debt Securities outstanding under such Indenture or as defined in any other
indenture or instrument evidencing or under which the Company has outstanding
any indebtedness for borrowed money, as a result of which indebtedness of the
Company shall have been accelerated and such acceleration shall not have been
annulled within 10 days after written notice thereof; and any other Event of
Default provided in the applicable resolution of the Board of Directors or
supplemental indenture under which such series of Debt Securities is issued.
(sec. 7.01) An Event of Default with respect to a particular series of Debt
Securities does not necessarily constitute an Event of Default with respect to
any other series of Debt Securities issued under the same or another Indenture.
The
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<PAGE> 7
Trustee may withhold notice to the Holders of any series of Debt Securities of
any default with respect to such series (except in the payment of principal,
premium or interest) if it considers such withholding in the interests of such
Holders. (sec. 8.02)
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the Trustee or the Holders of 25% in aggregate
principal amount of the Debt Securities of such series may declare the
principal, or in the case of discounted Debt Securities, such portion thereof as
may be described in the Prospectus Supplement accompanying this Prospectus, of
all the Debt Securities of such series to be due and payable immediately. (sec.
7.02)
Each Indenture contains a provision entitling the Trustee to be indemnified
by the Holders of Debt Securities issued thereunder before proceeding to
exercise any right or power under such Indenture at the request of any Holders.
(sec. 8.03) Each Indenture provides that the Holders of a majority in principal
amount of the Outstanding Debt Securities of any series issued thereunder may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred upon the
Trustee, with respect to the Debt Securities of such series. (sec. 7.12) The
right of the Holder to institute a proceeding with respect to the applicable
Indenture is subject to certain conditions precedent including notice and
indemnity to the applicable Trustee, but each Holder has an absolute right to
receipt of principal, premium, if any, and interest at the respective Stated
Maturities (or, in the case of redemption, on the Redemption Date) or to
institute suit for the enforcement thereof. (secs. 7.07 and 7.08)
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of such series waive any past defaults except (a) a default
in payment of the principal of (or premium, if any) or interest, if any, or
sinking fund payments, if any, on any Debt Security of such series and (b) a
default in respect of a covenant or provision of the applicable Indenture which
cannot be amended or modified without the consent of the Holder of each
Outstanding Debt Security affected. (sec. 7.13)
Each Indenture requires the Company to furnish to the applicable Trustee
annual statements as to the fulfillment by the Company of its obligations under
such Indenture. (secs. 9.04 and 12.06)
CONCERNING THE TRUSTEES
Business and other relationships (including other trusteeships) between the
Company and its affiliates and each Trustee under any Indenture pursuant to
which any of the Debt Securities to which the Prospectus Supplement accompanying
this Prospectus relates are described in such Prospectus Supplement.
DESCRIPTION OF WARRANTS
The following statements with respect to the Warrants are summaries of, and
subject to, the detailed provisions of one or more separate Warrant Agreements
(each a "Warrant Agreement") between the Company and one or more banking
institutions organized under the laws of the United States of America or any
State thereof, as Warrant Agent (each a "Warrant Agent"), a form of which is
filed as an exhibit to the Registration Statement.
GENERAL
The Warrants, evidenced by Warrant Certificates (the "Warrant
Certificates") may be issued under a Warrant Agreement independently or together
with any Debt Securities offered by any Prospectus Supplement and may be
attached to or separate from such Debt Securities. If Warrants are offered, the
Prospectus Supplement will describe the terms of the Warrants, including the
following: (i) the offering price, if any; (ii) the designation, aggregate
principal amount, and terms of the Debt Securities purchasable upon exercise of
the Warrants; (iii) if applicable, the designation and terms of the Debt
Securities with which the Warrants are issued and the number of Warrants issued
with each such Debt Security; (iv) if applicable, the date on and after which
the Warrants and the related Debt Securities will be separately transferable;
(v) the principal amount of Debt Securities purchasable upon exercise of one
Warrant and the price at which such principal
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<PAGE> 8
amount of Debt Securities may be purchased upon such exercise; (vi) the date on
which the right to exercise the Warrants shall commence and the date on which
such right shall expire; (vii) federal income tax consequences; (viii) whether
the Warrants represented by the Warrant Certificates will be issued in
registered or bearer form; and (ix) any other terms of the Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent or
any Co-Warrant Agent, which will be listed in the Prospectus Supplement, or at
such other office as may be set forth therein. Warrantholders do not have any of
the rights of holders of Debt Securities (except to the extent that the consent
of Warrantholders may be required for certain modifications of the terms of an
Indenture and the series of Debt Securities issuable upon exercise of the
Warrants) and are not entitled to payments of principal and interest, if any, on
such Debt Securities.
EXERCISE OF WARRANTS
Warrants may be exercised by surrendering the Warrant Certificate at the
corporate trust office of the Warrant Agent or at the corporate trust office of
the Co-Warrant Agent, if any, with the form of election to purchase on the
reverse side of the Warrant Certificate properly completed and executed, and by
payment in full of the exercise price, as set forth in the Prospectus
Supplement. Upon exercise of Warrants, the Warrant Agent will, as soon as
practicable, deliver the Debt Securities in authorized denominations in
accordance with the instructions of the exercising Warrantholder and at the sole
cost and risk of such holder. If less than all of the Warrants evidenced by the
Warrant Certificate are exercised, a new Warrant Certificate will be issued for
the remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters or dealers;
(ii) directly to one or more institutional purchasers; or (iii) through agents.
The Prospectus Supplement with respect to the Securities being offered thereby
sets forth the terms of the offering of such Securities, including the name or
names of any underwriters, the purchase price of such Securities and the
proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering
price, any discounts or concessions allowed or reallowed or paid to dealers and
any securities exchanges on which such Securities may be listed. Only
underwriters so named in the Prospectus Supplement are deemed to be underwriters
in connection with the Securities offered thereby.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Company's Prospectus Supplement
if any of such Securities are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Securities in respect of which this Prospectus is delivered is
named, and any commissions payable by the Company to such agent are set forth,
in the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent is acting on a best efforts basis for the period of
its appointment.
As one of the means of direct issuance of the Debt Securities, the Company
may utilize the services of another entity to conduct an electronic "dutch
auction" of the Debt Securities among potential purchasers who are eligible to
participate in the auction of such Securities, as described in the Prospectus
Supplement.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Securities providing for payment and delivery on a future
date specified in the Prospectus Supplement. There may be limitations on the
minimum amount which
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<PAGE> 9
may be purchased by any such institutional investor or on the portion of the
aggregate principal amount of the particular Securities which may be sold
pursuant to such arrangements. Institutional investors to which such offers may
be made, when authorized, include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and such other institutions as may be approved by the Company. The
obligations of any such purchasers pursuant to such delayed delivery and payment
arrangements will not be subject to any conditions except (i) the purchase by an
institution of the particular Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject, and (ii) if the particular Securities are being sold to
underwriters, the Company shall have sold to such underwriters the total
principal amount of such Securities less the principal amount thereof covered by
such arrangements. Underwriters will not have any responsibility in respect of
the validity of such arrangements or the performance of the Company or such
institutional investors thereunder.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
LEGAL AND AUDIT OPINIONS
Certain legal matters in connection with the Securities being offered
hereby will be passed upon for the Company by its Senior Vice President,
Secretary and General Counsel, Herbert F. Smith, Esq., 600 Anton Boulevard, P.O.
Box 5011, Costa Mesa, California 92628-5011, and for any underwriters or agents
by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership
including professional corporations, 125 West 55th Street, New York, New York
10019.
The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements and schedules are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
8
<PAGE> 10
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Filing Fee--Securities and Exchange Commission...................... $ 517,242
Accounting Fees and Expenses........................................ 30,000*
Legal Fees.......................................................... None
Printing and Engraving.............................................. 125,000*
Trustee's and Warrant Agent's Fees.................................. 100,000*
Rating Agency Fees.................................................. 1,300,000*
Blue Sky Fees and Expenses.......................................... 40,000*
Miscellaneous....................................................... 25,000*
----------
Total..................................................... $2,137,242
==========
---------------
* Estimated subject to future contingencies.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation to any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil or criminal, administrative or investigative,
because he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. Depending on the character of the proceeding, a corporation
may indemnify for expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding. The person claiming indemnification must have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. An adjudication of negligence or misconduct in the performance of
his duty to the corporation may be a bar to a claim for indemnification.
The By-Laws of Textron Inc. and Section 317 of the California Corporations
Code also provide for indemnification of directors and officers under certain
conditions.
The directors and officers of the registrant are covered by directors' and
officers' insurance policies relating to Textron Inc. and its subsidiaries.
Any underwriters, dealers or agents referred to in the Prospectus contained
in this Registration Statement will agree to indemnify the registrant's
directors and its officers who signed the Registration Statement against certain
liabilities which might arise under the Securities Act of 1933 from information
furnished to the registrant by or on behalf of any such indemnifying party.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------- -------------------------
<S> <C>
*1(a) -- Form of Underwriting Agreement.
**1(b) -- Form of Distribution Agreement (Medium-Term Notes).
*4(a) -- Avco Financial Services, Inc. Standard Multiple-Series Indenture
Provisions dated May 11, 1984.
*4(b) -- Form of Indenture dated as of May 15, 1984, between the Company and
Chemical Bank, as Trustee.
***4(b)(i) -- Form of First Supplemental Indenture dated as of March 1, 1991 to
Indenture referred to in Exhibit 4(b).
</TABLE>
II-1
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------------------------------------------------------------------------
<S> <C>
</TABLE>
<TABLE>
<S> <C>
*4(c) -- Form of Indenture dated as of May 15, 1984, between the Company and
The Chase Manhattan Bank (National Association), as Trustee.
***4(c)(i) -- Form of First Supplemental Indenture dated as of March 1, 1991 to
Indenture referred to in Exhibit 4(c).
++4(c)(ii) -- Form of Second Supplemental Indenture dated as of August 27, 1991 to
Indenture referred to in Exhibit 4(c).
*4(d) -- Form of Indenture dated as of May 15, 1984, between the Company and
Bankers Trust Company, as Trustee.
*****4(d)(i) -- Form of First Supplemental Indenture dated as of January 15, 1989 to
Indenture referred to in Exhibit 4(d).
***4(d)(ii) -- Form of Second Supplemental Indenture dated as of March 1, 1991 to
Indenture referred to in Exhibit 4(d).
*****4(e) -- Form of Indenture dated as of January 15, 1989, between the Company
and Harris Trust and Savings Bank, as Trustee.
***4(e)(i) -- Form of First Supplemental Indenture dated as of March 1, 1991 to
Indenture referred to in Exhibit 4(e).
******4(e)(ii) -- Form of Second Supplemental Indenture dated as of March 1, 1991 to
Indenture referred to in Exhibit 4(e).
*******4(f) -- Form of Indenture dated as of September 15, 1992, between the Company
and The Bank of New York, as Trustee.
*******4(g) -- Form of Indenture dated as of September 15, 1992, between the Company
and Citibank, N.A., as Trustee.
*******4(h) -- Form of Indenture dated as of September 15, 1992 between the Company
and The First National Bank of Chicago, as Trustee.
********4(i) -- Form of Indenture dated as of October 1, 1993 between the Company and
BankAmerica National Trust Company, as Trustee.
********4(j) -- Form of Indenture dated as of October 1, 1994 between the Company and
Mellon Bank, N.A., as Trustee.
+4(k) -- Form of Indenture to be dated as of October 15, 1994 between the
Company and one or more banking institutions to be qualified as Trustee
pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.
[The form or forms of Debt Securities, with respect to each particular
offering will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.]
****4(l) -- Form of Warrant Agreement(s) to be entered into between the Company
and one or more banking institutions organized under the laws of the
United States of America or any State thereof, as Warrant Agent.
+5 -- Opinion and consent of Herbert F. Smith, Esq., General Counsel for
the Company.
*********12(a) -- Statement of Computation of Number of Times Fixed Charges Earned for
the five years ended December 31, 1994.
**********12(b) -- Statement of Computation of Number of Times Fixed Charges Earned for
the three months ended March 31, 1995.
++23 -- Consent of Ernst & Young LLP. The Consent of Herbert F. Smith, Esq.
is included in his opinion referred to in Exhibit 5 above.
+24 --Powers of Attorney.
++25(a) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of Chemical Bank, Trustee.
++25(b) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National Association), Trustee.
++25(c) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of Bankers Trust Company, Trustee.
</TABLE>
II-2
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF INSTRUMENT
------------------------------------------------------------------------
<S> <C>
++25(d) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of Harris Trust and Savings Bank, Trustee.
++25(e) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York, Trustee.
++25(f) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of Citibank, N.A., Trustee.
++25(g) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago, Trustee.
++25(h) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of BankAmerica National Trust Company, Trustee.
++25(i) -- Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of Mellon Bank, N.A., Trustee.
</TABLE>
------------
* Incorporated by reference to the Company's Registration Statement
No. 2-91039.
** Incorporated by reference to the Company's Current Report on Form
8-K dated October 12, 1994 (File No. 0-6119).
*** Incorporated by reference to the Company's Registration Statement
No. 33-39351.
**** Incorporated by reference to the Company's Registration Statement
No. 33-2375.
***** Incorporated by reference to the Company's Registration Statement
No. 33-26747.
****** Incorporated by reference to the Company's Current Report on Form
8-K dated August 27, 1991 (File No. 0-6119)
******* Incorporated by reference to the Company's Registration Statement No.
33-52284.
******** Incorporated by reference to the Company's Registration Statement No.
33-50547.
********* Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No. 0-6119).
********** Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 (File No. 0-6119).
+ Previously filed.
++ Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-3
<PAGE> 13
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 14
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF IRVINE, STATE OF CALIFORNIA, ON THE 22ND DAY OF MAY,
1995.
AVCO FINANCIAL SERVICES,
INC.
By /s/ WARREN R. LYONS
...................................
TITLE: 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 22ND DAY OF MAY, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------------ ----------------------------
<C> <S>
/s/ WARREN R. LYONS 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)
Director
............................
(JAMES F. HARDYMON)
Director
............................
(WILLIAM J. PEARSON)
Director
............................
(MARK A. SCHIMBOR)
Director
............................
(EUGENE R. SCHUTT, JR.)
</TABLE>
II-5
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------------ ----------------------------
<C> <S>
* Director
............................
(HERBERT F. SMITH)
* Director
............................
(JOHN C. SPENCE)
* Director
............................
(R. A. WATSON)
</TABLE>
*By /s/ HERBERT F. SMITH
...............................
(HERBERT F. SMITH, ATTORNEY-IN-FACT)
(DIRECTOR)
II-6
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
-------------------- ------------------------------------------------------------------------
<S> <C> <C>
*1(a) -- Form of Underwriting Agreement............................
**1(b) -- Form of Distribution Agreement (Medium-Term Notes)........
*4(a) -- Avco Financial Services, Inc. Standard Multiple-Series
Indenture Provisions dated May 11, 1984......................
*4(b) -- Form of Indenture dated as of May 15, 1984, between the
Company and Chemical Bank, as Trustee........................
***4(b)(i) -- Form of First Supplemental Indenture dated as of March 1,
1991 to Indenture referred to in Exhibit 4(b)................
*4(c) -- Form of Indenture dated as of May 15, 1984, between the
Company and The Chase Manhattan Bank (National Association),
as Trustee.................................................
***4(c)(i) -- Form of First Supplemental Indenture dated as of March 1,
1991 to Indenture referred to in Exhibit 4(c)................
++4(c)(ii) -- Form of Second Supplemental Indenture dated as of August
27, 1991 to Indenture referred to in Exhibit 4(c)............
*4(d) -- Form of Indenture dated as of May 15, 1984, between the
Company and Bankers Trust Company, as Trustee................
*****4(d)(i) -- Form of First Supplemental Indenture dated as of January
15, 1989 to Indenture referred to in Exhibit 4(d)............
***4(d)(ii) -- Form of Second Supplemental Indenture dated as of March 1,
1991 to Indenture referred to in Exhibit 4(d)................
*****4(e) -- Form of Indenture dated as of January 15, 1989, between
the Company and Harris Trust and Savings Bank, as Trustee....
***4(e)(i) -- Form of First Supplemental Indenture dated as of March 1,
1991 to Indenture referred to in Exhibit 4(e)................
******4(e)(ii) -- Form of Second Supplemental Indenture dated as of March 1,
1991 to Indenture referred to in Exhibit 4(e)................
*******4(f) -- Form of Indenture dated as of September 15, 1992, between
the Company and The Bank of New York, as Trustee.............
*******4(g) -- Form of Indenture dated as of September 15, 1992, between
the Company and Citibank, N.A., as Trustee...................
*******4(h) -- Form of Indenture dated as of September 15, 1992 between
the Company and The First National Bank of Chicago, as
Trustee.
********4(i) -- Form of Indenture dated as of October 1, 1993 between the
Company and BankAmerica National Trust Company, as Trustee...
********4(j) -- Form of Indenture dated as of October 1, 1994 between the
Company and Mellon Bank, N.A., as Trustee....................
+4(k) -- Form of Indenture to be dated as of October 15, 1994
between the Company and one or more banking institutions to
be qualified as Trustee pursuant to Section 305(b)(2) of
the Trust Indenture Act of 1939 ...........................
[The form or forms of Debt Securities, with respect to each
particular offering will be filed as an exhibit to a Current
Report on Form 8-K and incorporated herein by
reference] ................................................
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
-------------------- ------------------------------------------------------------------------
<S> <C> <C>
****4(l) -- Form of Warrant Agreement(s) to be entered into between
the Company and one or more banking institutions organized
under the laws of the United States of America or any State
thereof, as Warrant Agent .................................
+5 -- Opinion and consent of Herbert F. Smith, Esq., General
Counsel for the Company .....................................
*********12(a) -- Statement of Computation of Number of Times Fixed Charges
Earned for the five years ended December 31, 1994 .........
**********12(b) -- Statement of Computation of Number of Times Fixed Charges
Earned for the three months ended March 31, 1995 ..........
++23 -- Consent of Ernst & Young LLP. The Consent of Herbert F.
Smith, Esq. is included in his opinion referred to in Exhibit
5 above ...................................................
+24 --Powers of Attorney.........................................
++25(a) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of Chemical Bank, Trustee..............
++25(b) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank (National
Association), Trustee......................................
++25(c) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of Bankers Trust Company, Trustee......
++25(d) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of Harris Trust and Savings Bank,
Trustee....................................................
++25(e) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Bank of New York, Trustee.......
++25(f) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of Citibank, N.A., Trustee.............
++25(g) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The First National Bank of Chicago,
Trustee....................................................
++25(h) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of BankAmerica National Trust Company,
Trustee....................................................
++25(i) -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of Mellon Bank, N.A., Trustee..........
</TABLE>
------------
* Incorporated by reference to the Company's Registration Statement
No. 2-91039.
** Incorporated by reference to the Company's Current Report on Form
8-K dated October 12, 1994 (File No. 0-6119).
*** Incorporated by reference to the Company's Registration Statement
No. 33-39351.
**** Incorporated by reference to the Company's Registration Statement
No. 33-2375.
***** Incorporated by reference to the Company's Registration Statement
No. 33-26747.
****** Incorporated by reference to the Company's Current Report on Form
8-K dated August 27, 1991 (File No. 0-6119).
******* Incorporated by reference to the Company's Registration Statement No.
33-52284.
******** Incorporated by reference to the Company's Registration Statement No.
33-50547.
********* Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No. 0-6119).
********** Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 (File No 0-6119).
+ Previously filed.
++ Filed herewith.
<PAGE> 1
Exhibit 4(c)(ii)
--------------------------------------------------------------------------------
AVCO FINANCIAL SERVICES, INC.
AND
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
Trustee
_________________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 27, 1991
Supplementing the Indenture
Dated as of May 15, 1984,
as Supplemented by the First
Supplemental Indenture dated
as of March l, 1991
__________________________
SENIOR SECURITIES
--------------------------------------------------------------------------------
<PAGE> 2
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August
27, 1991, is between Avco Financial Services, Inc., a Delaware corporation
(hereinafter called the "Company"), having its principal office at 3349
Michelson Drive, Irvine, California 92715-1606, and The Chase Manhattan Bank
(National Association), Trustee, having its principal corporate trust office at
One New York Plaza, New York, New York 10081 (hereinafter called the "Trustee")
RECITALS
The Company and the Trustee are parties to an
Indenture, dated as of May 15, 1984, as Supplemented by a First Supplemental
Indenture dated as of March 1, 1991 (as supplemented, the "Indenture"),
relating to the issuance from time to time by the Company of its Securities on
terms to be specified at the time of issuance. Capitalized terms herein, not
otherwise defined, shall have the same meanings given them in the Indenture.
The Company has requested the Trustee to join with it
in the execution and delivery of this Second Supplemental Indenture in order to
supplement and amend the Indenture, by amending and restating certain
provisions thereof, to permit the Company to require, if it shall so elect,
that the Securities of any series be issued, in whole or in part, in the form
of one or more Global Securities.
Section 11.01 of the Indenture provides that a
supplemental indenture may be entered into by the Company and the Trustee,
without the consent of any Holders of Securities, to make any other provisions
with respect to matter or questions arising under the Indenture which shall not
adversely affect the interests of the Holders.
The Company has determined that this Second
Supplemental Indenture complies with said Section 11.01 and does not require
the consent of any Holders of Securities.
The Company has furnished the Trustee with an Opinion
of Counsel complying with the requirements of Section 11.03 of the Indenture,
stating, among other things, that the execution of this Second Supplemental
Indenture is authorized or permitted by the Indenture, and has delivered to the
Trustee a Board Resolution authorizing the execution and delivery of this
Second Supplemental Indenture, together with such other documents as may have
been required by Section 1.02 of the Indenture.
All things necessary to make this Second Supplemental
Indenture a valid agreement of the Company and the Trustee and a valid
amendment of and supplement to the Indenture have been done.
<PAGE> 3
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of Securities, as follows:
I. AMENDMENTS TO THE INDENTURE
A. Section 1.01 of the Indenture is amended to
add new definitions thereto, in the appropriate alphabetical sequence, as
follows:
"Depository" shall mean, unless otherwise specified by
the Company pursuant to either Section 2.03 and 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.
"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 Depository or pursuant
to the Depository's instruction, all in accordance with
this Indenture and pursuant to a Company Order, which
shall be registered in the name of the Depository or
its nominee.
B. Section 2.01 of the Indenture is amended to
add the words "or forms" after the word "form" in the first sentence of such
Section.
C. Article Two of the Indenture 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
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 Depository for such
-2-
<PAGE> 4
Global Security or Securities or its nominee,
(iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction
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 Depository to a
nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to
a successor Depository or a nominee of such successor
Depository.'
"(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 Depository
for such Global Security, or to a successor Depository
for such Global Security selected or approved by the
Company or to a nominee of such successor Depository.
"(c) (i) If at any time the Depository for a Global
Security notifies the Company that it is unwilling or
unable to continue as Depository for such Global
Security or if at any time the Depository for the
Securities for such series shall no longer be eligible
or in good standing under the Securities Exchange Act
of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor
Depository with respect to such Global Security within
90 days after the Company receives such notice or
becomes aware of such ineligibility or, at the
Company's option, 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 the Global Security in exchange for such
Global Security and in either case, the Company's
election pursuant to Section 3.01(m), shall no longer
be effective with respect to 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
-3-
<PAGE> 5
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 Depository of 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 Depository. Thereupon the Company shall execute,
and the Trustee shall authenticate and deliver, without
service charge, (1) to each Person specified by such
Depository a new Security or Securities of the same
series of like tenor and terms and of any authorized
denomination as requested by such Persons in aggregate
principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security;
and (2) to such Depository 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 Holders thereof.
"(iv) If there shall have occurred an Event of Default
under this Indenture, the Company will execute, and the
Trustee will authenticate and deliver individual
Securities in exchange for one or more Global
Securities of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal
amount of such Global Security or Securities in
exchange for such Global Security or Securities.
"(v) In any exchange provided for in any of the
preceding four paragraphs, the Company will execute and
the Trustee will authenticate and deliver individual
Securities in definitive registered 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 Depository for such
Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such
-4-
<PAGE> 6
Securities to the persons in whose names such
Securities are so registered."
D. Section 3.01 of the Indenture is amended to (i) add
Section 2.03 to the sections referred to in the parenthetical exception to
paragraph (b) of Section 3.01, (ii) delete the word "and" from paragraph (1),
(iii) redesignate paragraph (m) as paragraph (n) and (iv) add new paragraph (m)
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 Depository for
such Global Security or Securities; and"
E. The first sentence of Section 3.05 of the
Indenture is amended and restated 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."
F. The following paragraph is added at the
end of Section 3.05 of the Indenture:
"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 account of
beneficial ownership interests of a Global Security or
for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests."
II. GENERAL PROVISIONS
A. The recitals contained herein shall be taken as the
statements of the Company, and the Trust assumes no responsibility for the
correctness of same. The Trustee makes no representation as to the validity of
this Second Supplemental Indenture. The Indenture, as supplemented and amended
by this Second Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.
B. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.
-5-
<PAGE> 7
C. This Second Supplemental Indenture shall be deemed
to be a contract under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with the laws of said State.
-6-
<PAGE> 8
IN WITNESS WHEREOF, AVCO FINANCIAL SERVICES, INC. has
caused this Second Supplemental 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 THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) has caused this Second Supplemental Indenture to be signed in its
corporate name by one of its Vice Presidents, and its corporate seal to be
affixed hereunto, and the same to be attested by one of its Assistant
Secretaries. Executed and delivered in the Borough of Manhattan, The City of
New York, as of the day and year first above written.
AVCO FINANCIAL SERVICES, INC.
By /S/ Herbert F. Smith
------------------------------------
Title: Herbert F. Smith
Sr. Vice President
[SEAL]
Attest:
/S/ Laila B. Soares
---------------------------------------
Title: Laila B. Soares, Asst. Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
Trustee
By /S/ R. Sabo
----------------------
Vice President
[SEAL]
Attest:
/S/ T. Moore
---------------------------
Assistant Secretary
-7-
<PAGE> 9
STATE OF CALIFORNIA )
ss.:
COUNTY OF ORANGE )
On the 26th day of August, 1991 before me personally
came Herbert F. Smith, to me known, who being by me duly sworn, did depose and
say that he resides at Yorba Linda, that he is a Sr. Vice President 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.
/S/
---------------------------------------
Notary Public--California
Principal Office in Orange County
My Commission Expires
[SEAL]
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 26th day of August, 1991 before me personally
came R.A. DeSorbo, to me known, who being by me duly sworn, did depose and say
that he/she resides at 225 8th Avenue, Brooklyn, New York, that he/she is a
Vice President of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), 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.
/S/
---------------------------------------
Notary Public, State of New York
[SEAL] No.
Qualified in
Commission Expires
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Legal and Audit
Opinions" in the Registration Statement (Form S-3) and related Prospectus of
Avco Financial Services, Inc. for the registration of $1,500,000,000 principal
amount of Debt Securities and Warrants to purchase Debt Securities, which
Prospectus also relates to $247,205,000 unsold principal amount of Debt
Securities and Warrants to purchase Debt Securities registered pursuant to
Registration Statement No. 33-50547, and to the incorporation by reference
therein of our report dated February 2, 1995, with respect to the consolidated
financial statements and schedules of Avco Financial Services, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
April 7, 1995
<PAGE> 1
___________________________________________________________________
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) ____
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
AVCO FINANCIAL SERVICES, INC.
(Exact name of obligor as specified in its charter)
13-2530491
----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3349 MICHELSON DRIVE
IRVINE, CALIFORNIA 92715-1606
(Address of principal executive offices) (Zip Code)
-------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
_______________________________________________________________________________
Exhibit 25(a)
<PAGE> 2
GENERAL
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.
New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C. 20551 and
Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 16TH day of MARCH, 1995.
CHEMICAL BANK
By /s/ G. McFARLANE
-------------------------
G. McFarlane
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1994, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................... $ 6,291
Interest-bearing balances ............................ 5,484
Securities:
Held to maturity securities............................. 6,313
Available for sale securities........................... 16,699
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 IBF's:
Federal funds sold ................................... 1,922
Securities purchased under agreements to resell ...... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $66,724
Less: Allowance for loan and lease losses 1,909
Less: Allocated transfer risk reserve ... 113
------
Loans and leases, net of unearned income,
allowance, and reserve ............................... 64,702
Assets held in trading accounts .......................... 25,685
Premises and fixed assets (including capitalized
leases)............................................... 1,409
Other real estate owned .................................. 248
Investments in unconsolidated subsidiaries and
associated companies.................................. 150
Customer's liability to this bank on acceptance
outstanding .......................................... 1,064
Intangible assets ........................................ 535
Other assets ............................................. 5,240
-----
TOTAL ASSETS ............................................. $135,742
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................ $47,044
Noninterest-bearing .........................$16,782
Interest-bearing ............................ 30,262
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 31,227
Noninterest-bearing .........................$ 124
Interest-bearing ............................ 31,103
------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 12,222
Securities sold under agreements to repurchase ..... 1,428
Demand notes issued to the U.S. Treasury ............... 1,105
Trading liabilities .................................... 17,412
Other Borrowed money:
With original maturity of one year or less ......... 7,500
With original maturity of more than one year ....... 916
Mortgage indebtedness and obligations under capitalized
leases ............................................. 22
Bank's liability on acceptances executed and outstanding 1,081
Subordinated notes and debentures ...................... 3,410
Other liabilities ...................................... 5,205
-------
TOTAL LIABILITIES ......................................128,572
=======
</TABLE>
EQUITY CAPITAL
<TABLE>
<S> <C>
Common stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,461
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (410)
Cumulative foreign currency translation adjustments ... (2)
TOTAL EQUITY CAPITAL .................................. 7,170
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ..........................$135,742
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER ) DIRECTORS
WILLIAM B. HARRISON )
- 5 -
<PAGE> 1
Securities Act of 1933 File No. ________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305(b)(2))
____________________________________________________________________________
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) _______________________________
------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
------------------
AVCO FINANCIAL SERVICES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
13-2530491
(I.R.S. Employer Identification No.)
3349 MICHELSON DRIVE
IRVINE, CALIFORNIA
(Address of principal executive offices)
92715-1606
(Zip Code)
------------------
SENIOR SECURITIES IN SERIES FROM TIME TO TIME
(Title of the indenture securities)
__________________________________________________________________________
Exhibit 25(b)
<PAGE> 2
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, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or indirectly
controlling, controlled by, or under common control with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
<TABLE>
<C> <S>
*1.-- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2.-- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of approval
of merger of said corporations, all of which documents are still
in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3.-- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4.-- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-28806.)
*5.-- A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable).
*6.-- The consents of United States institutional trustees required by
Section 321(b) of the Act. (see Exhibit T-1, (Item 12),
Registration No. 22-19019.)
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.
</TABLE>
______________
*The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.
_______________
1.
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
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 New York, and the
State of New York, on the 16th day March, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By RONALD J. HALLERAN
--------------------------------
Ronald J. Halleran
Second Vice President
_______________
2.
<PAGE> 4
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on September 30,
1994, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin......................................... $ 5,329,799
Interest-bearing balances.................................................................. 7,247,035
Held-to-maturity securities.................................................................. 1,315,347
Available-for-sale securities................................................................ 5,289,499
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....................................................................... 3,043,701
Securities purchased under agreements to resell.......................................... 11,450
Loans and lease financing receivables:
Loans and leases, net of unearned income...................................... $50,033,807
LESS: Allowance for loan and lease losses..................................... 1,069,547
LESS: Allocated transfer risk reserve......................................... 0
-----------
Loans and leases, net of unearned income, allowance, and reserve........................... 48,964,260
Assets held in trading accounts.............................................................. 15,642,451
Premises and fixed assets (including capitalized leases)..................................... 1,728,478
Other real estate owned...................................................................... 740,657
Investments in unconsolidated subsidiaries and associated companies.......................... 54,288
Customers' liability to this bank on acceptances outstanding................................. 704,895
Intangible assets............................................................................ 811,028
Other assets................................................................................. 3,962,227
-----------
Total assets................................................................................. $94,845,115
==========
LIABILITIES
Deposits:
In domestic offices........................................................................ $28,883,652
Noninterest-bearing......................................................... $10,787,819
Interest-bearing............................................................ 18,095,833
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs.............................. 10,611,477
Noninterest-bearing......................................................... $ 2,533,081
Interest-bearing............................................................ 32,206,916
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.................................................................. 1,958,837
Securities sold under agreements to repurchase........................................... 346,589
Demand notes issued to the U.S. Treasury..................................................... 418,219
Trading liabilities.......................................................................... 10,707,226
Other borrowed money:
With original maturity of one year or less................................................. 3,314,023
With original maturity of more than one year............................................... 252,491
Mortgage indebtedness and obligations under capitalized leases............................... 40,761
Bank's liability on acceptances executed and outstanding..................................... 708,649
Subordinated notes and debentures............................................................ 2,360,000
Other liabilities............................................................................ 4,126,966
-----------
TOTAL LIABILITIES............................................................................ 87,857,410
Limited-life preferred stock and related surplus............................................. 0
-----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................................ 0
Common stock................................................................................. 914,334
Surplus...................................................................................... 4,625,213
Undivided profits and capital reserves....................................................... 1,445,029
Net unrealized holding gains (losses) on available-for-sale securities....................... (7,882)
Cumulative foreign currency translation adjustments.......................................... 11,011
-----------
TOTAL EQUITY CAPITAL......................................................................... 6,987,705
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL.......................... $94,845,115
==========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and 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.
(Signed) Lester J. Stephens, Jr.
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
(Signed) Thomas G. Labrecque )
(Signed) Arthur F. Ryan ) Directors
(signed) Richard J. Boyle )
5
<PAGE> 1
--------------------------------------------------------------------------------
UNITED STATES
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)________
======================
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 1006
(Address of principal (Zip Code)
executive offices)
======================
AVCO FINANCIAL SERVICES, INC.
(Exact name of obligor as specified in the charter)
DELAWARE 13-2530491
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
3349 MICHELSON DRIVE
IRVINE, CALIFORNIA 92715
(Address of principal executive offices) (Zip Code)
======================
DEBT SECURITIES
(Title of the indenture securities)
--------------------------------------------------------------------------------
Exhibit 25(c)
<PAGE> 2
-2-
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.
Name Address
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
ITEM 3.-15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers
Trust Company dated August 7, 1990 and
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
March 28, 1994 - Incorporated herein by
reference to Exhibit 1 filed with Form 1
Statement, Registration No. 33-79862.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein by
reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company,
dated as amended on September 21, 1993.
- Incorporated herein by reference to Exhibit 4
filed with Form T-1 Statement, Registration No.
33-52359.
<PAGE> 3
-3-
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No. 22-18864.
EXHIBIT 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of December 31,
1994 - (copy attached).
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
<PAGE> 4
Bankers Trust Call Date: 12/31/94 ST-BK: 36-4840 FFIEC 031
130 Liberty Street
New York, NY 10006 Vendor ID: D CERT: 00623 Page RC-2
Transit Number: 21001033 12
Schedule RC -- Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits: RCOH
a. In domestic offices (sum of totals of ----
solumns A and C from Schedule RC-E, part I) ............................... 2200... 8,291,000 13.a
RCON
----
(1) Noninterest-bearing (1) ..................... 6631 ........ 3,454,000 .......... 13.a.1
(2) Interest-bearing............................. 6636 ........ 4,837,000 .......... 13.a.2
RCFM
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from ----
Schedule RC-E, part II)................................................... 2200... 18,191,000 13.b
RCFN
----
(1) Noninterest-bearing (1)...................... 6631 ........ 555,000 ......... 13.b.1
(2) Interest-bearing............................. 6636 ........ 17,636,000 ......... 13.b.2
14. 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: RCFD
----
a. Federal funds purchased................................................... 0278... 4,394,000 14.a
b. Securities sold under agreements to repurchase............................ 0279... 384,000 14.b
RCON
----
15. a. Demand notes issued to the U.S. Treasury.................................. 2840... 0 15.a
RCFD
----
b. Trading liabilities...................................................... 3548... 20,461,000 15.b
16. Other borrowed money:
a. With original maturity of one year or less............................... 2332... 8,527,000 16.a
b. With original maturity of more than one year ............................ 2333... 1,995,000 16.b
17. Mortgage indebtedness and obligations under capitalized leases.............. 2910... 36,000 17.
18. Bank's liability on acceptances executed and outstanding ................... 2920... 379,000 18.
19. Subordinated notes and debentures........................................... 3200... 1,220,000 19.
20. Other liabilities (from Schedule RC-G)...................................... 2930... 6,792,000 20.
21. Total liabilities (sum of items 13 through 20).............................. 2948... 70,670,000 21.
22. Limited-life preferred stock and related surplus............................ 3282... 0 22.
RCFD
EQUITY CAPITAL ----
23. Perpetual preferred stock and related surplus.............................. 3838... 250,000 23.
24. Common stock............................................................... 3230... 852,000 24.
25. Surplus (exclude all surplus related to preferred stock)................... 3839... 498,000 25.
26. a. Undivided profits and capital reserves.................................. 3632... 2,875,000 25.a
b. Net unrealized holding gains (losses) on available-for-sale securities.. 8434... 19,000 26.a
27. Cumulative foreign currency translation adjustments........................ 3284... (344,000) 27.
28. Total equity capital (sum of items 23 through 27).......................... 3210... 4,150,000 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum
of items 21, 22, and 28)................................................... 3300... 74,820,000 29.
MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best RCFD Number
describes the most comprehensive level of auditing work performed for the ---- ------
bank by independent external auditors as of any date during 1993............ 6724... N/A M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately).
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
-------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 5
Bankers Trust Call Date: 12/31/94 ST-BK: 36-4840 FFIEC 031
130 Liberty Street Vendor ID: D CERT: 00623 Page RC- 1
Transit Number: 21001033 11
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
<TABLE>
C400<--
Dollar Amounts in Thousands
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1)........................ 0081 . . 2,023,000 1.a
b. Interest-bearing balances(2)................................................. 0071 . . 3,680,000 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)................... 1754 . . 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)................. 1773 . . 3,934,000 2.b
3. 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:
a. Federal funds sold........................................................... 0276 . . 5,382,000 3.a
b. Securities purchased under agreements to resell.............................. 0277 . . 133,000 3.b
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
----
(from Schedule RC-C).......................... 2122 . . 17,269,000 . . . . . 4.a
b. LESS: Allowance for loan and lease losses..... 3123 . . 1,178,000 . . . . . 4.b
c. LESS: Allocated transfer risk reserve......... 3128 . . 0 . . . . . 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c).......................... 2125 . . 16,091,000 4.d
5. Assets held in trading accounts.................................................. 3545 . . 34,364,000 5.
6. Premises and fixed assets (including capitalized leases)......................... 2145 . . 872,000 6.
7. Other real estate owned (from Schedule RC-M)..................................... 2150 . . 272,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)................................................................... 2130 . . 209,000 8.
9. Customers' liability to this bank on acceptances outstanding..................... 2155 . . 378,000 9.
10. Intangible assets (from Schedule RC-M)........................................... 2143 . . 9,000 10.
11. Other assets (from Schedule RC-F)................................................ 2160 . . 7,473,000 11.
12. Total assets (sum of items 1 through 11)......................................... 2170 . . 74,820,000 12.
</TABLE>
----------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE> 6
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 22nd day of March, 1995.
BANKERS TRUST COMPANY
By: Mark Woodward
------------------------
Mark Woodward
Assistant Vice President
<PAGE> 1
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) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of incorporation) (I.R.S. employer
identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Keith R. Richardson, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2647
(Name, address and telephone number for agent for service)
AVCO FINANCIAL SERVICES, INC.
(Name of obligor)
Delaware 13-2530491
(State of incorporation) (I.R.S. employer
identification No.)
3349 Michelson Drive
Irvine, California 92715
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
Exhibit 25(d)
<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.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association,
164 West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of Governors
of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in
effect which includes the authority of the trustee to commence
business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
which constitutes the articles of association of the Trustee as
now in effect and includes the authority of the Trustee to
commence business and to exercise corporate trust powers was filed
in connection with the Registration Statement of Louisville Gas
and Electric Company, File No. 2-44295, and is incorporated herein
by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of Hillenbrand
Industries, Inc., File No. 33-44086, and is incorporated herein by
reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 16th day of March, 1995.
HARRIS TRUST AND SAVINGS BANK
By: KEITH R. RICHARDSON
--------------------------
Keith R. Richardson
Trust Officer
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: KEITH R. RICHARDSON
--------------------------
Keith R. Richardson
Trust Officer
2
<PAGE> 4
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1994, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on December 31, 1994, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin ...................... $ 1,226,753
Interest bearing balances ................................................ $ 732,083
Securities:
a. Held-to-maturity securities ............................................ $ 718,072
b. Available-for-sale securities .......................................... $ 1,795,896
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 IBF's:
Federal funds sold................................................. $ 374,200
Securities purchased under agreements to resell.................... $ 9,831
Loans and lease financing receivables:
Loans and leases, net of unearned income........................... $6,371,039
LESS: Allowance for loan and lease losses......................... $ 90,492
----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)............................................... $ 6,280,547
Assets held in trading accounts............................................ $ 169,830
Premises and fixed assets (including capitalized leases)................... $ 136,703
Other real estate owned.................................................... $ 1,780
Investments in unconsolidated subsidiaries and associated companies........ $ 37
Customer's liability to this bank on acceptances outstanding............... $ 69,447
Intangible assets.......................................................... $ 24,851
Other assets............................................................... $ 403,300
----------
TOTAL ASSETS $11,944,330
===========
LIABILITIES
Deposits:
In domestic offices.................................................... $ 4,529,148
Non-interest bearing............................................... $2,659,945
Interest bearing................................................... $1,869,203
In foreign offices, Edge and Agreement subsidiaries, and IBF's......... $ 2,486,418
Non-interest bearing............................................... $ 31,903
Interest bearing................................................... $2,454,515
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C> <C>
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased................................................ $ 1,179,441
Securities sold under agreements to repurchase......................... $ 1,643,381
Trading Liabilities ....................................................... $ 149,363
Other borrowed money:
a. With original maturity of one year or less............................. $ 667,231
b. With original maturity of more than one year........................... $ 14,268
Bank's liability on acceptances executed and outstanding................... $ 69,447
Subordinated notes and debentures.......................................... $ 235,000
Other liabilities.......................................................... $ 240,902
-----------
TOTAL LIABILITIES ......................................................... $11,214,599
===========
</TABLE>
EQUITY CAPITAL
<TABLE>
<S> <C> <C>
Common stock............................................................... $ 100,000
Surplus.................................................................... $ 275,000
a. Undivided profits and capital reserves................................. $ 375,032
b. Net unrealized holding gains (losses) on available-for-sale
securities ............................................................ $ (20,301)
-----------
TOTAL EQUITY CAPITAL ...................................................... $ 729,731
===========
Total liabilities, limited-life preferred stock, and equity capital........ $11,944,330
===========
</TABLE>
I, Paul Skubic, Controller of the above-named bank, do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAUL SKUBIC
1/27/95
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and, to the best
of our knowledge and belief, has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
the Commissioner of Banks and Trust Companies of the State of Illinois and is
true and correct.
DONALD S. HUNT,
RICHARD E. TERRY,
JAMES J. GLASSER, Directors.
4
<PAGE> 1
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) ______________
_________________________
THE BANK OF NEW YORK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
AVCO FINANCIAL SERVICES, INC.
(Exact name of obligor as specified in its charter)
California 13-2530491
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3349 Michelson Drive 92715
Irvine, CA (Zip Code)
(Address of principal executive offices)
_________________________
Debt Securities*
(Title of the indenture securities)
*Specific title(s) to be determined in connection with sale(s) of Securities
Exhibit 25(e)
<PAGE> 2
GENERAL
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.
<TABLE>
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y. 10006, and
New York Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20549
New York Clearing House Association New York, N.Y.
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers:
Yes.
ITEM 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 2.)
_________________________
ITEM 16. List of Exhibits:
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1.--A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (See Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4.--A copy of the existing By-laws of the Trustee. (See Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-44051.)
6.--The consent of the Trustee required by Section 321(b) of the Act. (See
Exhibit 6 to Form T-1, Registration Statement No. 33-44051.)
7.--A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
1
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answer to Item 2, the answer to
said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
_________________________
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 16th day of March, 1995.
The Bank of New York
By: /s/ Vivian Georges
------------------------------
Vivian Georges
Assistant Vice President
2
<PAGE> 4
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries
a member of the Federal Reserve System, at the close of business December 31,
1994, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin......................................... $ 2,715,471
Interest-bearing balances.................................................................. 853,709
Securities:
Held-to-maturity securities................................................................ 1,346,480
Available-for-sale securities.............................................................. 1,564,425
Federal funds sold in domestic offices of the bank........................................... 5,557,770
Loans and lease financing receivables:
Loans and leases, net of unearned income...................................... 24,091,702
LESS: Allowance for loan and lease losses..................................... 581,958
LESS: Allocated transfer risk reserve......................................... 31,502
Loans and leases, net of unearned income, allowance, and reserve............................. 23,478,242
Assets held in trading accounts.............................................................. 746,396
Premises and fixed assets (including capitalized leases)..................................... 624,567
Other real estate owned...................................................................... 46,570
Investments in unconsolidated subsidiaries and associated companies.......................... 181,905
Customers' liability to this bank on acceptances outstanding................................. 794,339
Intangible assets............................................................................ 77,527
Other assets................................................................................. 1,300,004
-----------
Total assets................................................................................. $39,287,405
==========
LIABILITIES
Deposits:
In domestic offices........................................................................ $18,681,498
Noninterest-bearing......................................................... 7,230,562
Interest-bearing............................................................ 11,450,936
In foreign offices, Edge and Agreement subsidiaries, and IBFs.............................. 10,611,477
Noninterest-bearing........................................................... 69,012
Interest-bearing.............................................................. 10,542,465
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.................................................................. 1,033,228
Securities sold under agreements to repurchase........................................... 31,875
Demand notes issued to the U.S. Treasury..................................................... 141,663
Trading liabilities.......................................................................... 462,071
Other borrowed money:
With original maturity of one year or less................................................. 1,576,410
With original maturity of more than one year............................................... 243,955
Bank's liability on acceptances executed and outstanding..................................... 796,534
Subordinated notes and debentures............................................................ 1,056,320
Other liabilities............................................................................ 1,490,732
-----------
Total liabilities............................................................................ 36,225,763
-----------
EQUITY CAPITAL
Common stock................................................................................. 942,284
Surplus...................................................................................... 525,666
Undivided profits and capital reserves....................................................... 1,654,282
Net unrealized holding gains (losses) on available-for-sale securities....................... (54,920)
Cumulative foreign currency translation adjustments.......................................... (5,670)
-----------
Total equity capital......................................................................... 3,061,642
-----------
Total liabilities and equity capital......................................................... $39,287,405
==========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot )
Alan R. Griffith ) Directors
Thomas A. Renyi )
_________________________________________________
Reprinted from American Banker February 22, 1995
<PAGE> 1
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) _____
-----------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
-----------------------------
AVCO FINANCIAL SERVICES, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-2530491
(State or other jurisdiction of (I.R.S. employee
incorporation or organization) identification no.
3349 Michelson Drive
Irvine, California 92715
(Address of Principal Executive Offices) (Zip Code)
-----------------------------
Debt Securities
(Title of the indenture securities)
Exhibit 25(f)
<PAGE> 2
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, Washington, D.C.
Federal Reserve Bank of New York, New York, NY
33 Liberty Street, New York, NY
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility
Exhibits identified in parenthese below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577)
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
2
<PAGE> 3
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of December 31, 1994 - attached)
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
-----------------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, 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 New York and State of New York, on the 17th day
of March, 1995.
CITIBANK, N.A.
By /s/ R.T. KIRCHNER
---------------------
Vice President
3
<PAGE> 4
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
CITIBANK, N. A.
of New York in the State of New York, at the close of business on December 31,
1994, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.
ASSETS
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................................................. $ 6,759,000
Interest-bearing balances.......................................................................................... 7,201,000
Securities:
Held-to-maturity securities........................................................................................ 3,918,000
Available-for-sale securities...................................................................................... 11,963,000
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................................................................................................ 4,427,000
Securiites purchased under agreements to resell................................................................... 1,114,000
Loans and lease financing receivables:
Loans and leases, net of unearned income............................................................... $128,902,000
LESS: Allowance for loan and lease losses.............................................................. 3,986,000
------------
Loans and leases, net of unearned income and allowance............................................................. 124,916,000
Assets held in trading accounts..................................................................................... 35,573,000
Premises and fixed assets (including capitalized leases)............................................................ 3,192,000
Other real estate owned............................................................................................. 1,967,000
Investments in unconsolidated subsidiaries and associated companies................................................. 998,000
Customers' liability to this bank on acceptances outstanding........................................................ 1,420,000
Intangible assets................................................................................................... 15,000
Other assets........................................................................................................ 7,024,000
------------
TOTAL ASSETS........................................................................................................ $210,487,000
============
LIABILITIES
Deposits:
In domestic offices................................................................................................ $ 33,727,000
Noninterest bearing.................................................................................. $ 12,509,000
Interest bearing..................................................................................... 21,218,000
------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs...................................................... 108,207,000
Noninterest bearing.................................................................................. 7,180,000
Interest bearing..................................................................................... 101,027,000
------------
Federal funds purchased and securities sold under agreeemnts to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased........................................................................................... 6,044,000
Securities sold under agreements to repurchase.................................................................... 992,000
Trading liabilities................................................................................................. 21,458,000
Other borrowed money:
With original maturity of one year or less......................................................................... 7,803,000
With original maturity of more than one year....................................................................... 3,895,000
Mortgage indebtedness and obligations under capitalized leases...................................................... 99,000
Bank's liability on acceptances executed and outstanding............................................................ 1,440,000
Notes and debentures subordinated to deposits....................................................................... 5,700,000
Other liabilities................................................................................................... 7,226,000
------------
TOTAL LIABILITIES................................................................................................... $196,591,000
------------
EQUITY CAPITAL
Common stock........................................................................................................ $ 751,000
Surplus............................................................................................................. 6,620,000
Undivided profits and capital reserves.............................................................................. 6,945,000
Net unrealized holding gains (losses) on available-for-sale securities.............................................. 156,000
Cumulative foreign currency translation adjustments................................................................. (576,000)
------------
TOTAL EQUITY CAPITAL................................................................................................ $ 13,896,000
------------
TOTAL LIABILITIES AND EQUITY CAPITAL................................................................................ $210,487,000
============
</TABLE>
I, Roger W. Trupin, 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.
ROGER W. TRUPIN
We, the undersigned directors, attest to the correctness of this Report of
Condition. 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.
CHRISTOPHER J. STEFFEN )
PAUL J. COLLINS ) Directors
PEI-YUAN CHIA )
4
<PAGE> 1
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) _____
_________________________________
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
___________________________________
AVCO FINANCIAL SERVICES, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2530491
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3340 MICHELSON DRIVE
IRVINE, CALIFORNIA 92715
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
Exhibit 25(g)
<PAGE> 2
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 Currency, 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 THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE> 3
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.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, 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 Chicago and State of Illinois, on
the 16th day of March, 1995.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,
By /s/ R. D. Manella
---------------------------------
R. D. Manella
Vice President and Senior Counsel
Corporate Trust Services Division
* Exhibit 1,2,3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 12 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The
CIT Group Holdings, Inc., filed with the Securities and Exchange Commission on
February 16, 1993 (Registration No. 33-58418).
3
<PAGE> 4
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 16, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Avco Financial
Services, Inc. and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ R. D. Manella
------------------------------
R. D. Manella
Vice President and Senior Counsel
Corporate Trust Services Division
4
<PAGE> 5
EXHIBIT 7
A copy of the latest report of conditions of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
5
<PAGE> 6
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400 <-
DOLLAR AMOUNTS IN ------------ ---
THOUSANDS RCFD BIL MIL THOU
------------------ ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ........ 0081 3,776.149 1.a.
b. Interest-bearing balances(2).................................. 0071 7,670,634 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)..... 1754 163,225 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).. 1773 533,857 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold ........................................... 0276 4,037,205 3.a.
b. Securities purchased under agreements to resell............... 0277 423,381 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)............................................................ RCFD 2122 15,617,618 4.a.
b. LESS: Allowance for loan and lease losses .................... RCFD 3123 351,191 4.b.
LESS: Allocated transfer risk reserve ............................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).......................... 2125 15,266,427 4.d.
5. Assets held in trading accounts ................................. 3545 8,227,304 5.
6. Premises and fixed assets (including capitalized leases) ....... 2145 512,222 6.
7. Other real estate owned (from Schedule RC-M) .................... 2150 46,996 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) .................................. 2130 7,571 8.
9. Customers' liability to this bank on acceptances outstanding .... 2155 507,151 9.
10. Intangible assets (from Schedule RC-M) .......................... 2143 120,504 10.
11. Other assets (from Schedule RC-F)................................ 2160 1,250,306 11.
12. Total assets (sum of items 1 through 11) ........................ 2170 42,542,932 12.
</TABLE>
__________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
5
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
---------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . RCON 2200 15,103,504 13.a.
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . . . RCON 6631 6,129,078 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . RCON 6636 8,974,426 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) . . . . RCFN 2200 10,633,999 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . RCFN 6631 460,916 13.b.(1)
(2) Interest-bearing RCFN 6636 10,173,083 13.b.(2)
14. 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:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . RCFD 0278 2,883,499 14.a.
b. Securities sold under agreements to repurchase . . . . . . . RCFD 0279 502,401 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . RCON 2840 112,289 15.a.
b. Trading Liabilities . . . . . . . . . . . . . . . . . . . . RCFD 3548 4,798,720 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . . . . RCFD 2332 2,355,421 16.a.
b. With original maturity of more than one year . . . . . . . RCFD 2333 382,801 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 275,794 17.
18. Bank's liability on acceptance executed and outstanding. . . . RCFD 2920 507,151 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . RCFD 2930 860,989 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . RCFD 2948 39,641,568 21.
22. Limited-Life preferred stock and related surplus . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) . . . RCFD 3839 2,273,657 25.
26. a. Undivided profits and capital reserves . . . . . . . . . . . RCFD 3632 431,545 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 (4,184) 26.b.
27. Cumulative foreign currency translation adjustments . . . . . . RCFD 3284 (512) 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . . RCFD 3210 2,901,364 28.
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22, and 28). . . . . . . . . . RCFD 3300 42,542,932 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 1993
Number
RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
___________________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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)_____
BANKAMERICA NATIONAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
Not Applicable
(Jurisdiction of incorporation or organization if not a U.S. national bank)
95-3804037
(I.R.S. Employer Identification No.)
One World Trade Center, New York, New York 10048-1191
(Address of principal executive offices) (Zip Code)
General Counsel
Bank of America NT & SA
335 Madison Avenue, 4th Floor
New York, NY 10017
(212) 503-8297
(Name, address and telephone number of agent for services)
__________________________
Avco Financial Services
(Exact name obligor as specified in its
its charter)
Delaware 13-2530491
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3349 Michelson Drive 92715-1606
Irvine, California (Zip Code)
(Address of principal executive offices)
_______________________________________
Debt Securities
(Title of the indenture securities)
Exhibit 25(h)
<PAGE> 2
GENERAL
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, 250 E Street,
S.W., Washington, D.C. 20219; Federal Deposit
Insurance Corporation, 550 17th Street, N.W.,
Washington, D.C. 20429; Board of Governors of The
Federal Reserve System, 20th and C Streets, N.W.,
Washington, D.C. 20551
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe
each such affiliation.
The obligor is not an affiliate of the trustee. (See
Note on Page 3)
Item 4. Not Applicable
Item 16. List of Exhibits
List below are exhibits filed as a part of this
statement of eligibility and qualification.
Exhibit 1 A copy of the Articles of Association
of the Trustee; incorporated herein by
reference to Exhibit 1 filed with Form
T-1 Statement, Registration No. 33-34670.
Exhibit 2 A copy of the Certificate of Authority
to Commence Business of the Trustee,
incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 2-97868.
Exhibit 3 Included in Exhibit 1.
Exhibit 4 A copy of the existing by-laws of the
Trustee; incorporated herein by
reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 33-34670.
Exhibit 5 A copy of each indenture referred to in
Item 4 if the obligor is in default.
Not applicable.
-2-
<PAGE> 3
Exhibit 6 Consents of BankAmerica National
Trust Company formerly Security Pacific
National Trust Company (New York) required
by Section 321 (b) of the Trust Indenture
Act of 1939; incorporated herein by
reference to Exhibit 6, filed with Form
T-1 Statement, Registration No. 2-97868.
Exhibit 7 A copy of the latest report of the Trustee
published pursuant to the laws or the
requirements of its supervising or
examining authority.
Exhibit 8 A copy of any order pursuant to which the
foreign trustee is authorized to act as
sole trustee under indentures qualified or
to be qualified under the Act.
Not Applicable.
Exhibit 9 Foreign trustees are required to file a
consent to service of process on Form F-X.
Not Applicable.
______________________________
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by
the Trustee of all facts on which to base responsive answers to Item 2 the
answer to said Item is based on incomplete information.
Item 2 may be considered correct unless amended by an amendment to
this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, BankAmerica National Trust Company, 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 New York and State
of New York, on the 20th day of March, 1995.
BANKAMERICA NATIONAL TRUST COMPANY
By SEAN CULLEN
-------------------------------
Sean Cullen
Assistant Vice President
-3-
<PAGE> 4
BANKAMERICA NATIONAL TRUST COMPANY Exhibit 7 to Form T-1
One World Trade Center, 18th Floor
New York City, NY 10048
FDIC Certificate Number 24430
Consolidated Report of Condition for
Insured Commercial Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless
otherwise indicated, report the amount outstanding as of the last
business day of the quarter.
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands
<TABLE>
<CAPTION>
______________________________________________________________Assets
<S> <C>
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin [1]............................ 850,437
b. Interest-bearing balances [2].................... 10,200
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A).................... 2,012
b. Available-for-sale securities
(from Schedule RC-B, column D)....................... 4,729
3. Federal funds sold and securities
purchases under agreements to resell:
a. Federal funds sold..............................
b. Securities purchased under
agreements to resell............................ 22,394
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C).................... 186,898
b. LESS: Allowance for loan and
lease losses................................... 375
c. LESS: Allocated transfer risk
reserve........................................
d. Loans and leases, net of
unearned income, allowance,
and reserve (item 4.a minus
4.b and 4.c)................................... 186,541
5. Assets held in trading accounts (from
Schedule RC-D)....................................... 980
6. Premises and fixed assets (including
capitalized leases)..................................
7. Other real estate owned..............................
8. Investments in unconsolidated subsidiaries and
associated companies.................................
9. Customer's liability to this bank on
acceptances outstanding..............................
10. Intangible assets (from Schedule RC-M)............... 9,294
11. Other assets (from Schedule RC-F).................... 29,232
12. Total assets (sum of items 1 through 11.............. 1,115,819
---------------
</TABLE>
<PAGE> 5
[1] Includes cash items in process of collection and unposted debits.
[2] Includes time certificates of deposit not held in trading ccounts.
SCHEDULE RC-CONTINUED
Dollar Amounts in Thousands
<TABLE>
<CAPTION>
_________________________________________________________________
Liabilities
<S> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E)....................... 891,053
(1) Noninterest-bearing [1]....................... 891,053
(2) Interest-bearing.....................
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................
(1) Noninterest-bearing...........................
(2) Interest-bearing..............................
14. Federal funds purchased and securities
sold under agreements to repurchase:
a. Federal funds purchased...........................
b. Securities sold under agreements to repurchase....
15. Demand notes issued to the U.S. Treasury.............
16. Other borrowed money................................. 14,396
17. Mortgage indebtedness and obligations
under capitalized leases.............................
18. Bank's liability on acceptances executed
and outstanding......................................
19. Notes and debentures subordinated to deposits........
20. Other liabilities (from Schedule RC-G)............... 29,709
21. Total liabilities (sum of items 13 through 20)....... 985,158
22. Limited-life preferred stock.........................
EQUITY CAPITAL
23. Perpetual preferred stock............................
24. Common Stock......................................... 500
25. Surplus.............................................. 139,063
26(a)Undivided profits and capital reserves............... (8,904)
26(b)Net unrealized holding gains (losses) on available
for sale securities.................................. 2
27. Cumulative foreign currency translation adjustments..
28. Total equity capital (sum of items 23 through 27).... 130,661
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21,22 and 28)....... 1,115,819
---------------
</TABLE>
1] Includes total demand deposits and noninterest-bearing time and
savings deposits.
<PAGE> 1
[CONFORMED COPY]
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) [ ]
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)
Exhibit 25(i)
<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.
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 transmitted electronically pursuant
to law or the requirements of its supervising
or examining authority.
<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 16th day of March, 1995.
MELLON BANK, N.A.
TRUSTEE
By: DARYL J. ZUPAN
-------------------------
Daryl J. Zupan
First Vice President
2
<PAGE> 4
EXHIBIT 7
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF
MELLON BANK, N.A.
FOR DECEMBER 30, 1994
IN THE COMMONWEALTH OF PENNSYLVANIA, AT THE CLOSE OF BUSINESS ON DECEMBER 30,
1994; TRANSMITTED ELECTRONICALLY IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE
CURRENCY, UNDER TITLE 12, UNITED STATES CODE, SECTION 161.
CHARTER NUMBER 6301 NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
(IN THOUSANDS)
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Assets
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin......................................... $ 2,052,001
Interest-bearing balances.................................................................. 869,605
Securities:
Held-to-maturity securities................................................................ 3,025,877
Available-for-sale securities.............................................................. 1,442,480
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....................................................................... 426,118
Securities purchased under agreements to resell.......................................... 100,125
Loans and leases, net of unearned income........................................ $21,915,193
LESS: Allowance for loan and lease losses..................................... 436,498
Loans and leases, net of unearned income, allowance, and reserve........................... 21,478,695
Assets held in trading accounts.............................................................. 223,929
Premises and fixed assets (including capitalized leases)..................................... 464,016
Other real estate owned...................................................................... 86,189
Customers' liability to this bank on acceptances outstanding................................. 245,382
Intangible assets............................................................................ 833,091
Other assets................................................................................. 1,241,945
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Total assets............................................................................. $32,489,453
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LIABILITIES
Deposits:
In domestic offices........................................................................ $20,115,573
Noninterest-bearing......................................................... $ 5,061,682
Interest-bearing............................................................ 15,053,891
In foreign offices, Edge and Agreement subsidiaries, and IBFs.............................. 3,216,443
Noninterest-bearing......................................................... $ 15,179
Interest-bearing............................................................ 3,201,264
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.................................................................. 2,574,726
Securities sold under agreements to repurchase........................................... 3,584
Demand notes issued to the U.S. Treasury..................................................... 563,664
Trading liabilities.......................................................................... 191,728
Other borrowed money:
With original maturity of one year or less................................................. 570,011
With original maturity of more than one year............................................... 157,900
Mortgage indebtedness and obligations under capitalized leases............................... 1,401
Bank's liability on acceptances executed and outstanding..................................... 245,382
Subordinated notes and debentures............................................................ 690,979
Other liabilities............................................................................ 859,585
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TOTAL LIABILITIES........................................................................ 29,190,976
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Equity Capital
Common stock................................................................................. 167,285
Surplus (exclude all surplus related to preferred stock)..................................... 1,312,291
Undivided profits and capital reserves....................................................... 1,880,015
Net unrealized holding gains (losses) on available-for-sale securities....................... (53,080)
Cumulative foreign currency translation adjustments.......................................... (8,034)
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TOTAL EQUITY CAPITAL..................................................................... 3,298,477
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL...................... $32,489,453
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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
February 8, 1995
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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