EXHIBIT 25.4
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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) |__|
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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.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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TRW Automotive Inc.
(Exact name of obligor as specified in its charter)
Delaware 57-1140153
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
Kelsey-Hayes Company
(Exact name of obligor as specified in its charter)
Delaware 13-3369789
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
Kelsey-Hayes Holdings Inc.
(Exact name of obligor as specified in its charter)
Delaware 38-3169829
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
KH Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 38-3090064
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
Lake Center Industries Transportation, Inc.
(Exact name of obligor as specified in its charter)
Minnesota 41-0968891
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5676 Industrial Park Road
Winona, Minnesota 55987
(Address of principal executive offices) (Zip code)
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Lucas Automotive Inc.
(Exact name of obligor as specified in its charter)
Michigan 54-1640694
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
LucasVarity Automotive Holding Company
(Exact name of obligor as specified in its charter)
Delaware 32-0060844
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Auto Holdings Inc.
(Exact name of obligor as specified in its charter)
Delaware 65-1166521
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Automotive Holding Company
(Exact name of obligor as specified in its charter)
Delaware 34-1629553
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
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TRW Automotive J.V. LLC
(Exact name of obligor as specified in its charter)
Delaware 85-0487335
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Automotive (LV) Corp.
(Exact name of obligor as specified in its charter)
Delaware 05-0555258
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Automotive Safety Systems Arkansas Inc.
(Exact name of obligor as specified in its charter)
Delaware 71-0780825
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Automotive U.S. LLC
(Exact name of obligor as specified in its charter)
Delaware 14-1857697
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
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TRW Composants Moteurs Inc.
(Exact name of obligor as specified in its charter)
Ohio 34-1435033
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
31, rue des Forges
F-67133 Schirmeck, France
(Address of principal executive offices) (Zip code)
TRW East Inc.
(Exact name of obligor as specified in its charter)
Delaware 31-1496475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Occupant Restraints South Africa Inc.
(Exact name of obligor as specified in its charter)
Delaware 98-0155018
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Odyssey Inc.
(Exact name of obligor as specified in its charter)
Delaware 34-1829922
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
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TRW Overseas Inc.
(Exact name of obligor as specified in its charter)
Ohio 34-1050223
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Powder Metal Inc.
(Exact name of obligor as specified in its charter)
Delaware 34-1664519
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Safety Systems Inc.
(Exact name of obligor as specified in its charter)
Delaware 34-1758354
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Technar Inc.
(Exact name of obligor as specified in its charter)
California 95-2388638
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
24175 Research Drive
Farmington Hills, Michigan 48335-2642
(Address of principal executive offices) (Zip code)
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TRW Vehicle Safety Systems Inc.
(Exact name of obligor as specified in its charter)
Delaware 38-2762080
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
4505 W. 26 Mile Road
Washington, Michigan 48094
(Address of principal executive offices) (Zip code)
Varity Executive Payroll, Inc.
(Exact name of obligor as specified in its charter)
Delaware 06-1355174
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
Worldwide Distribution Centers, Inc.
(Exact name of obligor as specified in its charter)
Delaware 51-0123205
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12025 Tech Center Drive
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
TRW Automotive Finance (Luxembourg), S.A.R.L.
(Exact name of obligor as specified in its charter)
Luxembourg 98-0395060
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
398, route d'Esch L-1471
Luxembourg, Grand Duche de Luxembourg
(Address of principal executive offices) (Zip code)
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11 3/4% Senior Subordinated Notes due 2013
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the 2 Rector Street, New York, N.Y.
State of New York 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.)
6. The consent of the Trustee required by Section 321(b) of the Act.
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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.
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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 6th day of August, 2003.
THE BANK OF NEW YORK
By: /S/ STACEY POINDEXTER
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Name: STACEY POINDEXTER
Title: ASSISTANT TREASURER
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Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issue of TRW Automotive Inc. 11 3/4%
Senior Subordinated Notes due 2013, we hereby consent that reports of
examinations by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
THE BANK OF NEW YORK
By: /S/ STACEY POINDEXTER
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STACEY POINDEXTER
ASSISTANT TREASURER
Dated: August 6, 2003
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Exhibit 7
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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 March 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
ASSETS In Thousands
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency
and coin ......................................... $4,389,492
Interest-bearing balances .......................... 3,288,212
Securities:
Held-to-maturity securities ........................ 654,763
Available-for-sale securities ...................... 17,626,360
Federal funds sold in domestic offices ................ 1,759,600
Securities purchased under agreements to
resell ............................................. 911,600
Loans and lease financing receivables:
Loans and leases held for sale ..................... 724,074
Loans and leases, net of unearned
income ........................................... 32,368,718
LESS: Allowance for loan and
lease losses ..................................... 826,505
Loans and leases, net of unearned
income and allowance.............................. 31,542,213
Trading Assets......................................... 7,527,662
Premises and fixed assets (including capitalized
leases)............................................. 825,706
Other real estate owned................................ 164
Investments in unconsolidated subsidiaries and
associated companies................................ 260,940
Customers' liability to this bank on acceptances
outstanding......................................... 225,935
Intangible assets......................................
Goodwill............................................ 2,027,675
Other intangible assets............................. 75,330
Other assets........................................... 4,843,295
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Total assets........................................... $76,683,021
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LIABILITIES
Deposits:
In domestic offices................................. $33,212,852
Noninterest-bearing................................. 12,997,086
Interest-bearing.................................... 20,215,766
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 24,210,507
Noninterest-bearing................................. 595,520
Interest-bearing.................................... 23,614,987
Federal funds purchased in domestic
offices............................................. 375,322
Securities sold under agreements to repurchase......... 246,755
Trading liabilities.................................... 2,335,466
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) .......................... 959,997
Bank's liability on acceptances executed and
outstanding......................................... 227,253
Subordinated notes and debentures...................... 2,090,000
Other liabilities...................................... 5,716,796
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Total liabilities...................................... $69,374,948
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Minority interest in consolidated
subsidiaries........................................ 540,772
EQUITY CAPITAL
Perpetual preferred stock and related
surplus............................................. 0
Common stock........................................... 1,135,284
Surplus................................................ 1,056,295
Retained earnings...................................... 4,463,720
Accumulated other comprehensive income................. (112,002)
Other equity capital components........................ 0
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Total equity capital................................... 6,767,301
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Total liabilities minority interest and equity
capital. ........................................... $76,683,021
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
/s/Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We 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 and is true and correct.
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/s/Thomas A. Renyi |
/s/Gerald L. Hassell | Directors
/s/Alan R. Griffith |
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