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Form T-3 For Applications For Qualification Of Indentures Under The Trust Indenture Act (SEC1919) T-3 - Official Federal Forms
| Form T-3 For Applications For Qualification Of Indentures Under The Trust Indenture Act (SEC1919) Form. This is a national form and can be used in Securities And Exchange Commission . |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3 OMB APPROVAL OMB Number: 3235-0105 Expires: December 31, 2015 Estimated average burden hours per response . . . . .43.00 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 ____________________________________________________________________________________________________________________________ (Name of applicant) ____________________________________________________________________________________________________________________________ (Address of principal executive offices) Securities to be Issued Under the Indenture to be Qualified Title of Class Amount Approximate date of proposed public offering: _______________________________________________________________________________ Name and address of agent for service: _____________________________________________________________________________________ ___________________________ GENERAL 1. General Information. Furnish the following information as to the applicant: (a) Form of organization. (b) State or other sovereign power under the laws of which organized. Instruction--Item 1(a). Only a statement as to the legal form of organization is required, such as, "A corporation,'' "An unincorporated association,'' "A common law trust,'' or other appropriate statement. 2. Securities Act exemption applicable. State briefly the facts relied upon by the applicant as a basis for the claim that registration of the indenture securities under the Securities Act of 1933 is not required. Instructions--Item 2. 1. If the exemption provided by section 3(a)(9) of the Securities Act of 1933 is being claimed by the applicant, there should be included information as to whether there have been or are to be any sales of securities of the same class by the applicant or by or through an underwriter at or about the same time as the transaction for which the exemption is claimed and a statement as to any consideration which has been or is to be given, directly or indirectly, to any person in connection with the transaction and the nature of any services rendered or to be rendered, directly or indirectly, for such consideration. A statement should also be included as to the nature of any cash payment made or to be made by any holder of the outstanding securities. 2. If the exemption provided by section 3(a)(10) of the Securities Act of 1933 is being claimed by the applicant, a brief statement should be given as to the terms and conditions of issuance of the securities to be issued under the indenture to be qualified, including the basis of exchange of any such securities offered or to be offered for a consideration other than cash only. The court or other state, territorial or federal authority approving such terms and conditions should be clearly identified and in the case of an authority other than a court, the statutory provisions concerning the power to grant such approval should be cited. A brief statement should also be SEC 1919 (1-07) Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com given as to the manner in which notice of a right to appear at the hearing on the fairness of the plan before such court or other authority has been or will be given to, all persons to whom it is proposed to issue securities in such exchange. AFFILIATIONS 3. Affiliates. Furnish a list or diagram of all affiliates of the applicant and indicate the respective percentages of voting securities or other bases of control. Instructions--Item 3. 1. Attention is directed to the definition of the term "affiliate'' in Reg. §260.0-2 of the General Rules and Regulations under the Act. The term "voting security'' is defined in section 303(16) of the Act. See also Rule 7a-26. 2. If the indenture securities are to be issued in connection with, or pursuant to, a plan of acquisition, succession or reorganization, the information shall also be given, so far as practicable, as of the status to exist upon consummation of the plan. 3. The list or diagram shall be so prepared as to show clearly the relationship of each affiliate to the applicant and to the other affiliates named. 4. The name of any foreign affiliate, other than a parent, may be omitted if disclosure would be detrimental to the applicant. The Commission may, in its discretion, call for justification that such disclosure would be detrimental. The number of such affiliates omitted pursuant to this instruction should be stated. MANAGEMENT AND CONTROL 4. Directors and executive officers. List the names and complete mailing addresses of all directors and executive officers of the applicant and all persons chosen to become directors or executive officers. Indicate all offices with the applicant held or to be held by each person named. Name Address Office Instruction--Item 4. Attention is directed to the definition of the terms "director'' and "executive officer'' in sections 303(5) and 303(6) of the Act. 5. Principal owners of voting securities. Furnish the following information as to each person owning 10 percent or more of the voting securities of the applicant. As of _______________________(Insert date within 31 days) Col. A Name and Complete Mailing Address Col. B Title of Class Owned Col. C Amount Owned Col. D Percentage of Voting Securities Owned Instructions--Item 5. 1. If the indenture securities are to be issued in connection with, or pursuant to a plan of acquisition, succession or reorganization, the information shall also be given, so far as practicable, as of the status to exist upon consummation of the plan on the basis of present holdings and commitments. 2. The amount to be set forth in column C as to each person named in column A shall include all securities owned by each such person regardless of the type of ownership. For example, there shall be included (a) the amount owned of record,whether owned beneficially or otherwise, and (b) the amount owned beneficially or otherwise but not of record. UNDERWRITERS 6. Underwriters. Give the name and complete mailing address of (a) each person who within three years prior to the date of filing the application, acted as an underwriter of any securities of the obligor which were outstanding on the date of filing the application, and (b) each proposed principal underwriter of the securities proposed
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