SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Amendment No. 1
to
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
TRISM, Inc.
(Name of applicant)
4174 Jiles Road
Kennesaw, GA 30144
-----------------------------------------------------------------------
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
-------------- ------
12% Senior Subordinated Notes Due 2004 $30,000,000
---------------------------------------
Approximate date of proposed public offering: January __, 1999.
James G. Overley
TRISM, Inc.
4174 Jiles Road
Kennesaw, GA 30144
(name and address of agent for service)
with a copy to:
Allan R. Williams, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
---------------------------------------
The applicant hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until: (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Trust Indenture Act of 1939, as amended (the "Act"),
may determine upon the written request of the applicant.
<PAGE>
GENERAL
1. General information.
(a) Form of organization: Corporation
(b) State or other sovereign power under the laws of
which organized: Delaware
2. Securities Act exemption applicable. TRISM, Inc. (the
"Applicant" or the "Company") relies upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act")
(and the equivalent state securities or "blue sky" laws) provided by Section
1145(a)(1) of Title 11, United States Code, 11 U.S.C. ss.ss. 101 et seq. (the
"Bankruptcy Code") as the basis for its claim that the registration of the offer
and sale, pursuant to the Plan (as defined below) of the 12% Senior Subordinated
Notes due 2004 (the "Notes") to be issued by the Company under an indenture (the
"Indenture") to be dated as of the effective date of the Plan (the "Effective
Date"), among the Company and U.S. Bank Trust National Association, as trustee
(to be named by amendment)(the "Trustee"), is not required under the Securities
Act of 1933, as amended (the "Securities Act"). Generally, Section 1145(a)(1) of
the Bankruptcy Code exempts the issuance of securities from the requirements of
the Securities Act and the equivalent state securities and "blue sky" laws if
the following conditions are satisfied: (1) the securities are issued by a
debtor, an affiliate participating in a joint plan of reorganization with the
debtor, or a successor of the debtor under a plan of reorganization, (2) the
recipients of the securities hold a claim against, an interest in, or a claim
for an administrative expense against, the debtor and (3) the securities are
issued entirely in exchange for the recipient's claim against or interest in the
debtor, or are issued "principally" in such exchange and "partly" for cash or
property.
On September 16, 1999, the Company, Trism Heavy Haul, Inc., Trism
Specialized Carriers, Inc., Trism Special Services, Inc., Trism Secured
Transportation, Inc., Diablo Systems, Inc., Trism Eastern, Inc., Tri-State Motor
Transit Co., Trism Logistics, Inc. and Trism Equipment, Inc. filed petitions for
relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District Court of Delaware. The Company has continued to operate
its business and manage its properties as a debtor-in-possession pursuant to
Section 1107 and 1108 of the Bankruptcy Code.
The Company proposes to issue the Notes pursuant to its Joint Plan of
Reorganization dated October 25, 1999 ("Plan"). The Second Amended Disclosure
Statement dated October 25, 1999 was distributed to holders of claims against or
interests in the Company for the purpose of soliciting their votes for the
acceptance or rejection of the Plan. The Disclosure Statement was approved by
the Bankruptcy Court on October 25, 1999. The Plan was confirmed at a hearing
held on December 9, 1999.
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AFFILIATIONS
3. Affiliates. The following diagram sets forth the
relationship among the Company and all of its affiliates, including their
respective percentages of voting securities, as of November 30, 1999.
TRISM, Inc. (100%)
|-----------------Trism Heavy Haul, Inc. (100%)
| |------E.L. Powell & Sons Trucking Co., Inc.
| |------Trism Specialized Carriers, Inc. (100%)
| |------Trism Special Services, Inc.
|
|-----------------Trism Secured Transportation, Inc. (100%)
| |-----Diablo Systems, Incorporated
| |-----Emerald Leasing, Inc.
| |-----McGil Special Services, Inc.
| |-----Trism Eastern, Inc.
| |-----Tri-State Motor Transit Co. (100%)
| |------Aero Body and Truck Equipment, Inc.
| |------Tri-State Transportation Services,
Inc.
|
|-----------------Trism Transport, Inc. (100%)
| |------Trism Transport Services, Inc.
|-----------------Trism Logistics, Inc.
|-----------------Trism Maintenance Services, Inc.
|-----------------EFB, Inc.
|-----------------Trism Equipment, Inc.
|-----------------Transportation Recovery Systems, Inc.
|-----------------Trism Benefits, Inc.
|-----------------Trism Foundation, Inc.
Certain directors and executive officers of the Company identified in
Item 4 below may be deemed to be affiliates of the Company.
Information regarding affiliates as of the Effective Date will be filed
by amendment.
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MANAGEMENT AND CONTROL
4. Directors and executive officers. The following table sets
forth the name and complete mailing addresses of all directors and executive
officers of the Applicant as of November 30, 1999.
NAME AND ADDRESS* OFFICE
Edward L. McCormick President, Chief Executive Officer and
Director
J. Barry Moody Executive Vice President, Operations
Ralph S. Nelson Senior Vice President,
General Counsel and Secretary
James G. Overley Senior Vice President,
Chief Financial Officer and Treasurer
Walter E. Prince Senior Vice President,
Maintenance and Equipment
E. Virgil Conway Director
Julian H. Gingold Director
James F. Higgins Director
William Legg Director
John L. Ray Director
- ---------------
* The address of each director and executive officer is c/o TRISM, Inc.,
4174 Jiles Road, Kennesaw, GA 30144.
Upon the Effective Date, all of the directors of the Company, except
Edward L. McCormick, will resign and new directors will be appointed. The new
directors will be Thomas P. Krasner, Dana L. Manner, John S. Albanese and
Randall B. Kominsky. The address of each new director is c/o TRISM, Inc., 4174
Jiles Road, Kennesaw, GA 30144.
The executive officers of the Company will remain the same immediately
following the Effective Date.
5. Principal owners of voting securities. The following table,
as of November 30, 1999, sets forth the security ownership of each person who
was known by the Company to beneficially own more than 10 percent of the voting
securities of the Applicant.
<TABLE>
<CAPTION>
PERCENTAGE
OF VOTING
NAME AND COMPLETE AMOUNT SECURITIES
MAILING ADDRESS TITLE OF CLASS OWNED OWNED OWNED
----------------- -------------------- ------- ------
<S> <C> <C> <C>
James F. Higgins Common Stock 584,324 10.2
c/o TRISM, Inc.
4174 Jiles Road
Kennesaw, GA 30144
</TABLE>
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UNDERWRITERS
6. Underwriters.
(a) Persons acting as underwriters within the last three
years: Not applicable
(b) Proposed principal underwriter of securities proposed to be
offered: Not applicable
CAPITAL SECURITIES
7. Capitalization. (a) Pursuant to the Plan, the Company's Certificate
of Incorporation will be amended to provide for, among other things, the
authorization of 5,000,000 shares of new Common Stock, $.01 par value (the "New
Common Stock").
The following table sets forth, as of November 30, 1999, certain
information as to each authorized class of securities of the Applicant:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
Common Stock 10,000,000 5,702,137
The following table sets forth, as of the Effective Date, certain
information as to each authorized class of securities of the Applicant:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
New Common Stock 5,000,000 2,000,000
(b) Each holder of shares of Common Stock is entitled to one vote for
each outstanding share of Common Stock owned by him on each matter properly
submitted to the stockholders for their vote. The Common Stock will be canceled
on the Effective Date. Each holder of shares of New Common Stock will be
entitled to one vote for each outstanding share of New Common Stock owned by him
on each matter properly submitted to the stockholders for their vote.
INDENTURE SECURITIES
8. Analysis of indenture provisions.
The following analysis of the indenture provisions is required under
Section 305(a)(2) of the Trust Indenture Act of 1939, as amended.
Events of Default; Withholding of Notice of Default
(a) Pursuant to the Indenture, an "Event of Default" will occur if:
(1) the Company defaults in the payment of interest on any Notes when
the same becomes due and payable, and the default continues for a period of 30
days;
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(2) the Company defaults in the payment of the principal of (or
premium, if any, on) any Note when the same becomes due and payable, at
maturity, upon acceleration, redemption or otherwise (including the failure to
purchase (or offer to purchase) Notes tendered pursuant to the terms of the
Indenture);
(3) the Company or any guarantor under the Indenture fails to comply
with any other agreement or covenant contained in the Notes, the Indenture or
the registration rights agreement, and the default continues for the period and
after the notice specified in the Indenture;
(4) there shall be a default under any bond, debenture or other
evidence of indebtedness of the Company or any guarantor under the Indenture
having an aggregate amount in excess of $3,000,000, or under any mortgage,
security agreement, indenture or other instrument under which there may be
issued or by which there may be secured or evidenced any such indebtedness, if
such default either (A) results from the failure to pay principal or interest on
any indebtedness or (B) relates to an obligation other than the obligation to
pay principal or interest on any indebtedness and results in the holder or
holders of such indebtedness causing such indebtedness to become due prior to
its stated maturity;
(5) any guarantee under the Indenture required to be in full force and
effect by the terms of the Indenture ceases to be in full force and effect or is
declared null and void or otherwise not enforceable against any guarantor under
the Indenture in accordance with its terms, or any of the guarantors under the
Indenture repudiates its obligations under its guarantee or denies that it has
any further liability under the guarantee or gives notice to such effect (other
than by reason of the termination of the Indenture or the release of any such
guarantor), or any guarantor under the Indenture repudiates its obligations
under its guarantee of the Notes or if a final judicial determination is made
that such guarantee is not enforceable against any guarantor in accordance with
its terms;
(6) the Company or any guarantor under the Indenture pursuant to or
within the meaning of any bankruptcy law:
(a) admits in writing its inability to pay its debts generally as
they become due;
(b) commences a voluntary case or proceeding;
(c) consents to the entry of a judgment, decree or order for
relief against it in an involuntary case or proceeding;
(d) consents to the appointment of a custodian of it or for all or
substantially all of its property;
(e) consents to or acquiesces in the institution of a bankruptcy
or an insolvency proceeding against it;
(f) makes a general assignment for the benefit of its creditors;
or
(g) takes any corporate action to authorize or effect any of the
foregoing;
(7) a court of competent jurisdiction enters a judgment, decree or
order under any bankruptcy law that is for relief against the Company or any
guarantor under the Indenture, in an involuntary case or proceeding which shall
(A) approve a petition seeking reorganization, arrangement, adjustment or
composition in respect of the Company or any guarantor under the Indenture, (B)
appoint a custodian of the Company or any guarantor under the Indenture, or for
substantially all of its property, or (C) order the winding-up or liquidation of
its affairs, and in each case the judgment, order or decree remains unstayed and
in effect for 60 days;
(8) any warrant of attachment is issued against any property of the
Company or any guarantor under the Indenture having a value of at least $3
million, which warrant is not released, stayed or bonded against within 60 days
after service of process with respect thereto;
(9) any final judgments or orders not covered by insurance (which
insurance has been issued by a financially sound insurer that is not an
affiliate of the Company and that has not disclaimed or threatened to disclaim
coverage) for the payment in money which individually or in an aggregate amount
at any one time exceeds, $3 million shall be rendered against the Company, any
guarantor under or any of their respective subsidiaries by a court of competent
jurisdiction shall remain unstayed, undischarged or unbonded for a period of 60
days after judgement becomes final and nonappealable; or
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(10) there shall be any failure to procure and maintain property and
liability insurance continuing, in the case of failure to maintain such
insurance, until the earlier of (A) 30 days after notice to the Company or any
of its subsidiaries or the trustee of the lapse or cancellation of such
insurance, and (B) the date such lapse or cancellation is effective as to the
trustee.
If a default or event of default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each holder of Notes notice of
the uncured default or event of default within 90 days after such default or
event of default occurs. Except in the case of a default or an event of default
in payment of principal of, or interest on, any Note, including the failure to
make a net proceeds purchase, the Trustee may withhold the notice if and so long
as its Board of Directors, the executive committee of its Board of Directors or
a committee of its directors and/or Trust Officers in good faith determines that
withholding the notice is in the interest of the holders.
Authentication and Delivery of the Notes; Application of the Proceeds
---------------------------------------------------------------------
Pursuant to the Indenture, the Trustee shall authenticate the Notes for
original issue in the aggregate principal amount of up to $30,000,000, upon a
written order of the Company in the form of an officers' certificate. The
officers' certificate shall specify the amount of Notes to be authenticated and
the date on which the Notes are to be authenticated.
There will be no proceeds from the issuance of the Notes.
---------------------------------------------------------
Release or Release and Substitution of Property subject to the Lien of
the Indenture
----------------------------------------------------------------------
The Notes are not secured by any assets of the Company.
Satisfaction and Discharge of the Indenture
-------------------------------------------
Pursuant to the Indenture, the Company at its option, subject to the
satisfaction of the conditions set forth below, will be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance").
In order to exercise Legal Defeasance:
(i) the Company must irrevocably deposit with the Trustee or
paying agent, in trust, for the benefit of the holders, U.S. legal
tender, U.S. government obligations which, through the scheduled
payment of principal and interest in respect as will be sufficient to
pay the principal of, premium, if any, and interest on the Notes on the
stated date for payment thereof or on the applicable redemption date,
as the case may be;
(ii)the Company shall have delivered to the Trustee an opinion of
counsel in the United States reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the
date of the Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that the holders
of the Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same
manner and at the same time as would have been the case if such Legal
Defeasance had not occurred.
(iii) ________ no default or event of default shall have occurred
and be continuing on the date of such deposit (other than a default or
event of default resulting from the incurrence of Indebtedness) all or
a portion of the proceeds of which will be used to defease the Notes.
(iv)such Legal Defeasance shall not result in a breach or
violation of, or constitute a default under, the Indenture, or a
default under any other material agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound;
(v) the Company shall have delivered to the Trustee an opinion of
counsel to the effect that the trust funds will not be subject to any
rights of holders of indebtedness which is senior to the Notes, and to
the
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effect that after the 91st day following the deposit, such trust funds
will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;
(vi) the Company shall have delivered to the Trustee an officers'
certificate stating that the deposit was not made by the Company with
the intent of preferring the holders over any other creditors of the
Company or with the intent of defeating, hindering, delaying or
defrauding an other creditors of the Company;
(vii) the Company shall have delivered to the Trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance have been
complied with; and
(viii) such Legal Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act of
1939, as amended.
Evidence to be Furnished to Trustee as to Compliance with Conditions
and Covenants
--------------------------------------------------------------------
The Company and each guarantor under the Indenture shall deliver to the
Trustee within 45 days after the end of each of the first three fiscal quarters
of each fiscal year of the Company, and within 120 days after the end of the
last fiscal quarter of each such fiscal year, an officers' certificate, stating
that a review of its activities and the activities of its subsidiaries during
the preceding fiscal quarter (or, in the case of the last fiscal quarter, the
preceding fiscal year) with a view to determining whether each has kept,
observed, performed and fulfilled its obligations under the Indenture and
further stating, as to each such officer signing such certificate, that to the
best of his knowledge the Company and its respective subsidiaries during such
preceding fiscal quarter (or year, as appropriate) has kept, observed, performed
and fulfilled each and every such covenant and that no default or event of
default under the Indenture or, if such signers do know of such an occurrence,
the certificate shall describe the occurrence and its status with particularity.
The Company shall and shall cause each of its subsidiaries to deliver
to the Trustee, forthwith upon becoming aware, and in any event within 5 days
after the occurrence, of any default or event of default under the Indenture.
Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, or any successor provision thereto, the Company shall file with
the Commission the annual reports, quarterly reports and other documents which
the Company would have been required to file with the Commission pursuant to
such Section 13 or 15(d) or any successor provision thereto if the Company were
subject thereto, such documents to be filed with the Commission on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required to file them. The Company shall also (whether or not it is
required to file reports with the Commission), within 30 days of each Required
Filing Date, file with the Trustee, copies of the annual reports, quarterly
reports and other documents (without exhibits) which the Company has filed or
would have filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act, any successor provisions thereto or this covenant. The Trustee
shall furnish copies of any such reports and other documents to any holder upon
such holder's written request. The Company shall not be required to file any
report with the Commission if the Commission does not permit such filing. The
Company shall also comply with the other provisions of Section 314(a) of the
Trust Indenture Act of 1939, as amended.
9. Other obligors. Set forth below is the name and complete mailing
address of each person, other than the Applicant, who is an obligor upon the
indenture securities.
(a) TRISM Secured Transportation, Inc. (f/k/a Tri-State Motor Transit
Co. of Delaware)
(b) TRISM Heavy Haul, Inc. (f/k/a TSMB 2 Acquisition Corporation)
(c) TRISM Maintenance Services, Inc. (f/k/a TRISM Management Services,
Inc.)
(d) McGill Special Services, Inc.
(e) Tri-State Motor Transit Co.
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(f) TRISM Specialized Carriers, Inc.
(g) Aero Body and Truck Equipment, Inc.
(h) Tri-State Transportation Services, Inc.
(i) TRISM Special Services, Inc.
(j) Diablo Systems, Inc.
(k) TRISM Eastern, Inc.
(l) TRISM Transport, Inc.
(m) TRISM Transport Services, Inc.
(n) Transportation Recovery Systems, Inc.
(o) TRISM Logistics, Inc.
(p) TRISM Equipment, Inc.
The address of each of the obligors is c/o TRISM, Inc., 4174 Jiles
Road, Kennesaw, GA 30144.
CONTENTS OF APPLICATION FOR QUALIFICATION
This application for qualification comprises:
(a) Pages numbered 1 to 10, consecutively.
(b) The statement of eligibility and qualification of the trustee on
Form T-1 under the indenture to be qualified, which statement will be filed by
amendment.
(c) The following exhibits in addition to those filed as a part of the
statement of eligibility and qualification of each trustee.
Exhibit T3A-1 _____________ Certificate of Incorporation, as
amended through January 21, 1993 (Incorporated by
reference to the Company's Registration Statement on
Form S-1 (Registration No. 33-71222), initially filed
with the Securities and Exchange Commission on
November 4, 1993, as amended).
Exhibit T3B-1 By-laws of TRISM, Inc. (Incorporated by reference to
the Company's Registration Statement on Form S-1
(Registration No. 33-71222), initially filed with the
Securities and Exchange Commission on November 4,
1993, as amended)
Exhibit T3C-1* Indenture to be dated as of the Effective Date between
TRISM, Inc. and the Guarantors named therein and U.S.
Bank Trust National Association, as Trustee.
Exhibit T3D Not applicable.
Exhibit T3E-1* ____________ Second Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code
dated October 25, 1999.
Exhibit T3F-1* ____________ Cross reference sheet showing the
location in the Indenture of the provisions inserted
therein pursuant to Sections 310 through 318(a),
inclusive, of the Trust Indenture Act of 1939, as
amended.
Exhibit T3G-1 _____________ Trustee's Statement of Eligibility
on Form T-1 of the Trust Indenture Act of 1939, as
amended.
- ------------
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* Previously filed.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, TRISM, Inc., a corporation organized and existing under the laws of
Delaware, has duly caused this application to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the city of Kennesaw, and State of Georgia, on the 23rd day of
December, 1999.
(SEAL) TRISM, INC.
By: /s/ Ralph S. Nelson
Name: Ralph S. Nelson
Title: Senior Vice President
Attest:
By:/s/ Leslie Nunn
---------------
Name: Leslie Nunn
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Exhibit T3G-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
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
United States 41-0257700
(State of Incorporation) (I.R.S. Employer Identification No.)
U.S. Bank Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
(Address of Principal Executive Offices) (Zip Code)
TRISM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3491658
(State of Incorporation) (I.R.S. Employer Identification No.)
4174 Jiles Road
Kennesaw, GA 30144
(Address of Principal Executive Offices) (Zip Code)
12% Senior Subordinated Notes due 2004
(Title of the Indenture Securities)
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GENERAL
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.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any underwriter
for the obligor is an affiliate of the Trustee, describe each such
affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's knowledge
the obligor is not in default under any Indenture for which the Trustee acts
as Trustee.
16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement
of eligibility and qualification.
1. Copy of Articles of Association.*
2. Copy of Certificate of Authority to Commence Business.*
3. Authorization of the Trustee to exercise corporate trust powers
(included in Exhibits 1 and 2; no separate instrument).*
4. Copy of existing By-Laws.*
5. Copy of each Indenture referred to in Item 4. N/A.
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6. The consents of the Trustee required by Section 321(b) of the Act.
7. _______ Copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its supervising or
examining authority is incorporated by reference to Registration Number
333-70709.
- ------------
* Incorporated by reference to Registration Number 22-27000.
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NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within
three years prior to the date of filing this statement, or what persons
are owners of 10% or more of the voting securities of the obligors, or
affiliates, are based upon information furnished to the Trustee by the
obligors. While the Trustee has no reason to doubt the accuracy of any
such information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, U.S. Bank Trust National Association, an Association organized
and existing under the laws of the United States, has duly caused this
statement of eligibility and qualification to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto
affixed and attested, all in the City of Saint Paul and State of
Minnesota on the 20th day of December, 1999.
U.S. BANK TRUST NATIONAL ASSOCIATION
/s/ Laurie Howard
-----------------
Laurie Howard
Vice President
/s/ Harry H. Hall, Jr.
----------------------
Harry H. Hall, Jr.
Assistant Secretary
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: December 20, 1999
U.S. BANK TRUST NATIONAL ASSOCIATION
/s/ Laurie Howard
-----------------
Laurie Howard
Vice President
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