FORM T-1
Published on April 1, 1994
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)_________
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5459866
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a Identification Number)
U.S. national bank)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
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Advanced Micro Devices, Inc.
(Exact name of obligor as specified in its charter)
Delaware 94-1692300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One AMD Place 94088-3453
Sunnyvale, California (Zip Code)
(Address of principal executive offices)
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Debt Securities
(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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(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.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.
Advanced Micro Devices, Inc. is currently not in default under any of
its outstanding securities for which United States Trust Company of
New York is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9,
10, 11, 12, 13, 14 and 15 of Form T-1 are not reqired under General
Instruction B.
16. LIST OF EXHIBITS.
T-1.1 - "Chapter 204, Laws of 1853, An Act to Incorporate United States
Trust Company of New York, as Amended", is incorporated by reference
to Exhibit T-1.1 to Form T-1 filed on September 20, 1991 with the
Securities and Exchange Commission (the "Commission") pursuant to
the Trust Indenture Act of 1939 (Registration No. 2221291).
T-1.2 - The trustee was organized by a special act of the New York
Legislature in 1853 prior to the time that the New York Banking Law
was revised to require a Certificate of authority to commence
business. Accordingly, under New York Banking Law, the Charter
(Exhibit T-1.1) constitutes an equivalent of a certificate of
authority to commence business.
T-1.3 - The authorization of the trustee to exercise corporate trust powers
is contained in the Charter (Exhibit T-1.1).
T-1.4 - The By-laws of United States Trust Company of New York, as amended
to date, are incorporated by reference to Exhibit T-1.4 to form
T-1 filed on September 20, 1991 with the Commission pursuant to
the Trust Indenture Act of 1939 (Registration No. 2221291).
T-1.6 - The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
NOTE
As of March 23, 1994, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2 refers to each of United States Trust
Company of New York and its parent company, U.S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon informaton furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
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Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company 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 23rd day
of March, 1994.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ Louis P. Young
-----------------------
Louis P. Young
Vice President
Exhibit T-1.6
The consent of the trustee required by Section 321 (b)
of the Act.
United States Trust Company of New York
114 West 47th Street
New York
NY 10036
March 31, 1992
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Pursuant to the provisions of Section 321 (b) of the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U. S.
Trust") hereby consents that reports of examinations of U. S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /s/ Gerard F. Ganey
------------------------
Gerard F. Ganey
Senior Vice President
Exhibit T-1.7
American Banker, February 9, 1994
--------------------------------
CONSOLIDATED REPORT OF CONDITION OF
UNITED STATES TRUST
COMPANY OF NEW YORK
and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System,
at the close of business December 31, 1993, published in accordance with a call
made by the Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.
Dollar Amounts
in Thousands
ASSETS
Cash and balances due from depository institutions
a. Noninterest-bearing balances and currency and coin.. $176,527
b. Interest-bearing balances........................... 50,000
Securities............................................... 833,859
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................................... 205,000
b. Securities purchased under agreements to resell...... 32,000
Loans and lease financing receivables:
a. Loans and leases, net of unearned income.. 1,271,077
b. LESS: Allowance for loan and lease losses. 11,928
c. Loans and leases, net of unearned income, allowance,
and reserve ......................................... 1,259,149
Premises and fixed assets (including capitalized leases).. 98,896
Other real estate owned................................... 11,543
Investments in unconsolidated subsidiaries and
associated companies.................................... 725
Intangible assets......................................... 856
Other assets.............................................. 256,699
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TOTAL ASSETS............................................. $2,925,254
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LIABILITIES
Deposits:
a. In domestic offices................................... $2,345,177
(1) Noninterest-bearing.......1,228,335
(2) Interest-bearing..........1,116,842
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs.............................................. 5,617
(1) Interest-bearing..............5,617
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............................... 211,921
b. Securities sold under agreements to repurchase........ 15,016
Demand notes issued to the U.S. Treasury................... 33,824
Other borrowed money....................................... 10
Mortgage indebtedness and obligations under capitalized
leases................................................... 2,429
Subordinated notes and debentures.......................... 12,453
Other liabilities.......................................... 118,457
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TOTAL LIABILITIES.......................................... 2,744,904
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EQUITY CAPITAL
Common stock............................................... 14,995
Surplus.................................................... 41,500
Undivided profits and capital reserves.................... 123,855
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TOTAL EQUITY CAPITAL...................................... 180,350
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TOTAL LIABILITIES AND EQUITY CAPITAL....................... $2,925,254
==========
I, Richard E. Brinkmann, Senior Vice President & 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.
RICHARD E. BRINKMANN, SVP, Comptroller
January 31, 1994
We, the undersigned trustees, attest 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.
H.MARSHALL SCHWARZ
JEFFREY S. MAURER Trustees
FREDERICK S. WONHAM