June 12, 1998
Page 3
included in the category of persons whose consent is required under Section 7 of the Act. We disclaim any undertaking to advise you of subsequent changes of the facts as assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ PERKINS COIE LLP
EXHIBIT 12.1
AMAZON.COM, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FOR THE
PERIOD FROM
THREE MONTHS JULY 5, 1994
ENDED (INCEPTION) TO
MARCH 31, YEAR ENDED DECEMBER 31, DECEMBER 31,
1998 1997 1996 1995 1994
(IN THOUSANDS)
FIXED CHARGES:
Interest expense, including amortization of debt expense $2,025 $279 $ -- $ -- $ --
Assumed interest element included in rent expense 167 666 85 4 --
Total Fixed Charges $2,192 $945 $85 $4 $ --
EARNINGS:
Income (loss) from continuing operations before income taxes $ (9,259) $(27,590) $ (5,777) $ (303) $ (52)
Fixed charges per above 2,192 945 85 4 --
Total Earnings $ (7,067) $(26,645) $ (5,692) $ (299) $ (52)
DEFICIENCY OF EARNINGS AVAILABLE TO COVER FIXED CHARGES $ (9,259) $(27,590) $ (5,777) $ (303) $ (52)
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the captions "Selected Financial Data" and "Experts" in the Registration Statement (Form S-4) and related Prospectus of Amazon.com, Inc. for the registration of $530,000,000 aggregate principal amount at maturity of 10% Senior Discount Notes due 2008 and to the incorporation by reference therein of our report dated January 19, 1998, with respect to the financial statements and schedule of Amazon.com, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission.
Seattle, Washington
June 10, 1998
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
AMAZON.COM, INC.
(Exact name of obligor as specified in its charter)
Delaware 91-1646860
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1516 Second Avenue
Seattle, Washington 98101
(Address of principal executive offices) (Zip code)
10% Senior Discount Notes Due 2008
(Title of the indenture securities)
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
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and 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. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
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. 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. (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 with Registration Statement No. 33-31019.)
-2-
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.
-3-
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 29th day of May, 1998.
THE BANK OF NEW YORK
By: /s/ LUCILLE FIRRINCIELI
Name: Lucille Firrincieli
Title: Vice President |
