Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility and Qualification 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)
Deutsche Bank National Trust Company
(Exact name of trustee as specified in its charter)
| | |
300 South Grand Avenue Los Angeles, California 90071 | | 13-3347003 |
| (Address of principal | | (I.R.S. Employer |
| executive offices) | | Identification No.) |
Delco Remy International, Inc.
(Exact name of obligor as specified in its charter)
| | |
| Delaware | | 35-1909253 |
(State or other jurisdiction of
Incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | |
| 2902 Enterprise Drive | | |
| Anderson, Indiana | | 46013 |
| (Address of principal executive offices) | | (Zip Code) |
DELCO REMY INTERNATIONAL, INC.
$125,000,000 Second Priority Senior Secured Floating Rate Notes due 2009
$150,000,000 9 3/8% Senior Subordinated Notes due 2012
(Title of the Indenture Securities)
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.
| | |
| NAME | | ADDRESS |
| Office of the Comptroller | | 1114 Avenue of the Americas, |
| of the Currency | | Suite 3900 |
| | | New York, New York 10036 |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits
Exhibit 1 –
Articles of Association as amended on April 15, 2002.*
Exhibit 2 –
Certificate of the Comptroller of the Currency dated March 11, 2004.*
Exhibit 3 –
Certification of Fiduciary Powers dated March 11, 2004.*
Exhibit 4 –
Existing By-Laws of Deutsche Bank National Trust Company as amended dated May 21, 2003.*
Exhibit 5 –
Not Applicable.
Exhibit 6 –
Consent of Deutsche Bank National Trust Company required by Section 321(b) of the Act.
Exhibit 7 –
Reports of Condition of Deutsche Bank National Trust Company, dated as of December 31, 2003.
* Incorporated by reference to Registration Number 333-113187.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Deutsche Bank National Trust Company, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Santa Ana, and State of California, on the 2nd day of June, 2004.
| | |
| DEUTSCHE BANK NATIONAL TRUST COMPANY |
| |
| By: | | /s/ GEORGE KUBIN |
| | |
|
| | | George Kubin Vice President |
Exhibit 6 to Form T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issue by Delco Remy International, Inc., we hereby consent that reports of examination by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange commission upon request therefor.
June 2, 2004
| | |
| DEUTSCHE BANK NATIONAL TRUST CO. |
| |
| By: | | /s/ GEORGE KUBIN |
| | | George Kubin Vice President |
Exhibit 7 to Form T-1
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Bank for December 31, 2003
All Schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
| | |
| | | Dollar
Amounts in
Thousands
|
ASSETS | | |
1. Cash and balances due from depository institutions: | | |
a. Noninterest-bearing balances and currency and coin | | 3,662 |
b. Interest-bearing balances | | 28,020 |
2. Securities: | | |
a. Held-to-maturity securities | | 0 |
b. Available-for-sale securities | | 82,438 |
3. Federal funds sold and securities purchased under agreements to resell: | | |
a. Federal funds sold | | 0 |
b. Securities purchased under agreements to resell | | 0 |
4. Loans and lease financing receivables | | |
a. Loans and leases held for sale | | 0 |
b. Loans and leases, net of unearned income | | 0 |
c. LESS: Allowance for loan and lease losses | | 0 |
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | | 0 |
5. Trading assets | | 0 |
6. Premises and fixed assets | | 3,465 |
7. Other real estate owned | | 0 |
8. Investments in unconsolidated subsidiaries and associated companies | | 0 |
9. Customers’ liability to this bank on acceptances outstanding | | 0 |
10. Intangible assets: | | |
a. Goodwill | | 0 |
b. Other intangible assets | | 0 |
11. Other assets | | 11,310 |
12. Total assets (sum of items 1 through 11) | | 128,895 |
| |
LIABILITIES: | | |
13. Deposits: | | |
a. In domestic offices | | 0 |
(1) Noninterest-bearing | | 0 |
(2) Interest-bearing | | 0 |
b. Not applicable | | |
14. Federal funds purchased and securities sold under agreements to repurchase: | | |
a. Federal funds purchased | | 0 |
b. Securities sold under agreements to repurchase | | 0 |
15. Trading liabilities | | 0 |
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) | | 0 |
17. Not applicable | | |
18. Bank’s liability on acceptances executed and outstanding | | 0 |
19. Subordinated notes and debentures | | 0 |
| | |
| | | Dollar
Amounts in
Thousands
|
20. Other liabilities | | 19,425 |
21. Total liabilities | | 19,425 |
22. Minority interest in consolidated subsidiaries | | 0 |
| |
EQUITY CAPITAL: | | |
23. Perpetual preferred stock and related surplus | | 0 |
24. Common stock | | 50,000 |
25. Surplus (exclude all surplus related to preferred stock) | | 50,000 |
26. a. Retained earnings | | 9,463 |
b. Accumulated other comprehensive income | | 7 |
27. Other equity capital components | | 0 |
28. Total equity capital (sum of items 23 through 27) | | 109,470 |
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | | 128,895 |
I, Foy B. Hester Vice President & Controller (Name and Title of Officer Authorized to Sign Report) of the named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
/S/ FOY B. HESTER
Signature of Officer Authorized to Sign Report
29 January 2004
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 appropriate Federal regulatory authority and is true and correct.
/S/ VICTORIA ANN FLOYD
Director (Trustee)
/S/ MICHAEL E. MCCARTHY
Director (Trustee)
/S/ GARY VAUGHAN
Director (Trustee)
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