Exhibit 25.1
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) [ ]
BNY MIDWEST TRUST COMPANY
(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)
Illinois (State of incorporation if not a U.S. national bank) | | 36-3800435 (I.R.S. employer identification no.) |
|
2 N. LaSalle Street Suite 1020 Chicago, Illinois (Address of principal executive offices) | | 60602 (Zip code) |
JOHNSONDIVERSEY, INC. |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 39-1877511 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177-0902 (Zip code) |
| Auto-C, LLC |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 75-3046725 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| The Butcher Company |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 04-3528500 (I.R.S. employer identification no.) |
|
67 Forest Street Marlborough, Massachusetts (Address of principal executive offices) | | 01752 (Zip code) |
|
| Chemical Methods Associates, Inc. |
| (Exact name of obligor as specified in its charter) |
|
California (State or other jurisdiction of incorporation or organization) | | 95-3054630 (I.R.S. employer identification no.) |
|
12700 Knott Avenue Garden Grove, California (Address of principal executive offices) | | 92841 (Zip code) |
|
| Chemical Methods Leasco, Inc. |
| (Exact name of obligor as specified in its charter) |
|
California (State or other jurisdiction of incorporation or organization) | | 95-3823144 (I.R.S. employer identification no.) |
|
12700 Knott Avenue Garden Grove, California (Address of principal executive offices) | | 92841 (Zip code) |
-2-
| DuBois International, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Ohio (State or other jurisdiction of incorporation or organization) | | 31-1220726 (I.R.S. employer identification no.) |
|
255 E. 5th Street Cincinnati, Ohio (Address of principal executive offices) | | 45202 (Zip code) |
|
| Integrated Sanitation Management, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 39-1607363 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| JD Real Estate Subsidiary, LLC |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 64-1409373 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| Johnson Diversey Cayman, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Cayman Islands (State or other jurisdiction of incorporation or organization) | | N/A (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
-3-
| Johnson Diversey Puerto Rico, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 03-0390197 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| Johnson Diversey Shareholdings, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 03-0390181 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| Johnson Diversey Subsidiary #1 LLC |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 03-0390171 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| Johnson Polymer, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Wisconsin (State or other jurisdiction of incorporation or organization) | | 39-1953888 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
-4-
| Johnson Wax Diversey Shareholdings, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 03-0390190 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| JWP Investments, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Nevada (State or other jurisdiction of incorporation or organization) | | 88-0470726 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| Prism Sanitation Management, LLC |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 65-0923846 (I.R.S. employer identification no.) |
|
1326 Willow Road Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
|
| Professional Shareholdings, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 39-1894355 (I.R.S. employer identification no.) |
|
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices) | | 53177 (Zip code) |
-5-
| U S Chemical Corporation |
| (Exact name of obligor as specified in its charter) |
|
Wisconsin (State or other jurisdiction of incorporation or organization) | | 39-1927308 (I.R.S. employer identification no.) |
|
18000 Sarah Lane, Ste 310 Brookfield, Wisconsin (Address of principal executive offices) | | 53045 (Zip code) |
|
| Whitmire Micro-Gen Research Laboratories, Inc. |
| (Exact name of obligor as specified in its charter) |
|
Delaware (State or other jurisdiction of incorporation or organization) | | 39-1814359 (I.R.S. employer identification no.) |
|
3568 Tree Court Industrial Blvd. St. Louis, Missouri (Address of principal executive offices) | | 63122 (Zip code) |
9.625% Senior Subordinated Notes due 2012, Series B
(Title of the indenture securities)
-6-
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 Banks & Trust Companies of the State of Illinois | | 500 E. Monroe Street Springfield, Illinois 62701-1532 |
|
| Federal Reserve Bank of Chicago | | 230 S. LaSalle Street Chicago, Illinois 60603 |
| | (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.
| | 1. | A copy of Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.) |
| | 2,3. | A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.) |
| | 4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.) |
| | 6. | The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.) |
| | 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. |
-7-
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 25th day of July, 2002.
BNY MIDWEST TRUST COMPANY |
|
| By: | | /s/ R. ELLWANGER
|
| | | Name: R. ELLWANGER Title: ASSISTANT VICE PRESIDENT |
-8-
OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies
CONSOLIDATED REPORT OF CONDITION
OF
BNY Midwest Trust Company
209 West Jackson Boulevard
Suite 700
Chicago, Illinois 60606
Including the institution’s domestic and foreign subsidiaries completed as of the close of business on December 31, 2001, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois.
| | | ASSETS
| | Thousands of Dollars
|
|
| 1. | | Cash and Due from Depository Institutions | | 11,694 |
|
| 2. | | U.S. Treasury Securities | | -0- |
|
| 3. | | Obligations of States and Political Subdivisions | | -0- |
|
| 4. | | Other Bonds, Notes and Debentures | | -0- |
|
| 5. | | Corporate Stock | | -0- |
|
| 6. | | Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises | | 363 |
|
| 7. | | Leases and Lease Financing Receivables | | -0- |
|
| 8. | | Accounts Receivable | | 4,004 |
|
| 9. | | Other Assets | | |
|
| | | (Itemize amounts greater than 15% of Line 9) | | |
|
| | | Intangible Asset - Goodwill | | 86,813 | | |
| | | | | | | 86,882 |
|
| 10. | | TOTAL ASSETS | | | | 102,943 |
OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies
CONSOLIDATED REPORT OF CONDITION
OF
BNY Midwest Trust Company
209 West Jackson Boulevard
Suite 700
Chicago, Illinois 60606
| | | LIABILITIES
| | Thousands of Dollars
|
| 11. | | Accounts Payable | | -0- |
|
| 12. | | Taxes Payable | | -0- |
|
| 13. | | Other Liabilities for Borrowed Money | | 25,425 |
|
| 14. | | Other Liabilities | | |
|
| | | (Itemize amounts greater than 15% of Line 14) | | |
|
| | | Reserve for Taxes | | 3,128 | | |
| | | Taxes due to Parent Company | | 1,923 | | |
| | | Accrued Expenses | | 1,058 | | |
| | | | | | | 6,156 |
|
| 15. | | TOTAL LIABILITIES | | 31,581 |
| | | EQUITY CAPITAL
| | |
|
| 16. | | Preferred Stock | | -0- |
|
| 17. | | Common Stock | | 2,000 |
|
| 18. | | Surplus | | 62,130 |
|
| 19. | | Reserve for Operating Expenses | | -0- |
|
| 20. | | Retained Earnings (Loss) | | 7,232 |
|
| 21. | | TOTAL EQUITY CAPITAL | | 71,362 |
|
| 22. | | TOTAL LIABILITIES AND EQUITY CAPITAL | | 102,943 |
| I, | | Robert L. De Paola, Vice President |
| | |
(Name and Title of Officer Authorized to Sign Report) |
of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.
ROBERT L. DEPAOLA
(Signature of Officer Authorized to Sign Report)
Sworn to and subscribed before me is13th day of February ,2002.
My Commission expiresMay 15, 2003.
Joseph A. Giacobino, Notary Public
(Notary Seal)
Person to whom Supervisory Staff should direct questions concerning this report.
Christine Anderson
| | (212) 503-4204
|
| Name | | Telephone Number (Extension) |
