Exhibit 25.1

 

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 Number)

 

 

 

One Wall Street, New York, New York

 

10286

(Address of principal executive offices)

 

(Zip code)

 


 

Genworth Financial, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware

 

33-1073076

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

 

 

6620 West Broad Street

 

 

Richmond, Virginia

 

23230

(Address of principal executive offices)

 

(Zip code)

 

Senior Notes due 2009*
(Title of the indenture securities)

 


*Specific title(s) to be determined in connection with the issuance(s) of the Senior Notes.

 

 



 

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.

 

Superintendent of Banks of the

 

2 Rector Street, New York, N.Y. 10006

State of New York

 

and Albany, N.Y. 12203

Federal Reserve Bank of New York

 

33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation

 

550 17th Street, N.W., Washington, D.C. 20429

New York Clearing House Association

 

New York, N.Y. 10005

 

(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. (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 17 C.F.R. 229.10(d).

 

1.

 

-

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.  (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.  (Exhibit 4 to Form T-1 filed as Exhibit 25(a) to Registration Statement No. 333-102200.)

 

 

 

 

6.

 

-

The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with 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.

 

2



 

NOTE

 

Inasmuch as this Form T-1 is being 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 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 30th day of April, 2004.

 

 

THE BANK OF NEW YORK

 

 

 

 

By:

/s/ Geovanni Barris

 

 

Name:  Geovanni Barris

 

 

Title:  Vice President

 

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EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One 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, 2003, 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:

 

 

 

Noninterest-bearing balances and currency and coin

 

$

3,752,987

 

Interest-bearing balances

 

7,153,561

 

Securities:

 

 

 

Held-to-maturity securities

 

260,388

 

Available-for-sale securities

 

21,587,862

 

Federal funds sold in domestic offices

 

165,000

 

Securities purchased under agreements to resell

 

2,804,315

 

Loans and lease financing receivables:

 

 

 

Loans and leases held for sale

 

557,358

 

Loans and leases, net of unearned income

 

36,255,119

 

LESS: Allowance for loan and  lease losses

 

664,233

 

Loans and leases, net of unearned income and allowance

 

35,590,886

 

Trading Assets

 

4,892,480

 

Premises and fixed assets (including capitalized leases)

 

926,789

 

Other real estate owned

 

409

 

Investments in unconsolidated subsidiaries and associated companies

 

277,788

 

Customers’ liability to this bank on acceptances outstanding

 

144,025

 

Intangible assets

 

 

 

Goodwill

 

2,635,322

 

Other intangible assets

 

781,009

 

Other assets

 

7,727,722

 

Total assets

 

$

89,257,901

 

 

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LIABILITIES

 

 

 

Deposits:

 

 

 

In domestic offices

 

$

33,763,250

 

Noninterest-bearing

 

14,511,050

 

Interest-bearing

 

19,252,200

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

22,980,400

 

Noninterest-bearing

 

341,376

 

Interest-bearing

 

22,639,024

 

Federal funds purchased in domestic offices

 

545,681

 

Securities sold under agreements to repurchase

 

695,658

 

Trading liabilities

 

2,338,897

 

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

 

11,078,363

 

Bank’s liability on acceptances executed and outstanding

 

145,615

 

Subordinated notes and debentures

 

2,408,665

 

Other liabilities

 

6,441,088

 

Total liabilities

 

$

80,397,617

 

Minority interest in consolidated subsidiaries

 

640,126

 

 

 

 

 

EQUITY CAPITAL

 

 

 

Perpetual preferred stock and related  surplus

 

0

 

Common stock

 

1,135,284

 

Surplus

 

2,077,255

 

Retained earnings

 

4,955,319

 

Accumulated other comprehensive income

 

52,300

 

Other equity capital components

 

0

 

Total equity capital

 

8,220,158

 

Total liabilities minority interest and equity capital

 

89,257,901

 

 

2



 

I, Thomas J. Mastro, 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.

 

 

Thomas J. Mastro,

 

 

Senior Vice President and Comptroller

 

 

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.

 

Thomas A. Renyi

Directors

Gerald L. Hassell

 

Alan R. Griffith

 

 

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