Exhibit 25
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |||
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) |
101 North Phillips Avenue Sioux Falls, South Dakota | 57104 | |||
| (Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
CROWN HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
| Pennsylvania | 75-3099507 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
One Crown Way Philadelphia, Pennsylvania | 19154 | |||
(Address of principal executive offices) | (Zip code) |
CROWN EUROPEAN HOLDINGS SA
(Exact name of obligor as specified in its charter)
| Republic of France | Not Applicable | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
Le Colisee I Rue Fructidor 75830 Paris Cedex 17 France | ||||
(Address of principal executive offices) | (Zip code) |
6.25% First Priority Senior Secured Notes due 2011
(Title of the indenture securities)
1 See Table 1 – List of additional obligors
Table 1
Exact Name of Additional Obligors | Jurisdiction of Incorporation | I.R.S. Employer Identification Number | ||
Central States Can Co. of Puerto Rico, Inc. | Ohio | Not Applicable | ||
Crown Beverage Packaging, Inc. | Delaware | 13-2853410 | ||
Crown Consultants, Inc. | Pennsylvania | 23-2846356 | ||
CROWN Americas, Inc. | Pennsylvania | 75-3099510 | ||
Crown Cork & Seal Company (DE), LLC | Delaware | Not Applicable | ||
Crown Cork & Seal Company (PA), Inc. | Pennsylvania | 23-1742532 | ||
CROWN Cork & Seal USA, Inc. | Delaware | 23-2869494 | ||
Crown Cork & Seal Company, Inc. | Pennsylvania | 23-1526444 | ||
CROWN Packaging Technology, Inc. | Delaware | 52-2006645 | ||
CROWN Beverage Packaging Puerto Rico, Inc. | Delaware | Not Applicable | ||
Crown Financial Corporation | Pennsylvania | 23-1603914 | ||
Crown Financial Management, Inc. | Delaware | 23-2869496 | ||
Crown Holdings (PA), LLC | Pennsylvania | Not Applicable | ||
Crown International Holdings, Inc. | Delaware | 75-3099512 | ||
Crown New Delaware Holdings, Inc. | Delaware | 75-3099508 | ||
Foreign Manufacturers Finance Corporation | Delaware | 51-0099971 | ||
NWR, Inc. | Pennsylvania | 22-2463801 | ||
CROWN Risdon USA, Inc. | Delaware | 23-2162641 | ||
CROWN Zeller USA, Inc. | Delaware | 06-0511010 | ||
CROWN Verpakking België NV | Belgium | Not Applicable | ||
889273 Ontario Inc. | Canada | Not Applicable | ||
CROWN Risdon Canada Inc. | Canada | Not Applicable | ||
CROWN Zeller Plastic Closures Canada Inc. | Canada | Not Applicable | ||
Crown Canadian Holdings ULC | Canada | Not Applicable | ||
CROWN Metal Packaging Canada LP | Canada | Not Applicable | ||
Exact Name of Additional Obligors | Jurisdiction of Incorporation | I.R.S. Employer Identification Number | ||
CROWN Metal Packaging Canada Inc. | Canada | Not Applicable | ||
| 3079939 Nova Scotia Company/3079939 Compagnie de la Nouvelle Ecosse | Canada | Not Applicable | ||
CROWN Zeller France S.A.S. | France | Not Applicable | ||
Société de Participations CarnaudMetalbox SAS | France | Not Applicable | ||
CROWN Astra S.A.S. | France | Not Applicable | ||
CROWN Polyflex S.A.S. | France | Not Applicable | ||
CROWN Emballage France S.A.S. | France | Not Applicable | ||
CROWN Bevcan France S.A.S. | France | Not Applicable | ||
Crown Développement S.A.S. | France | Not Applicable | ||
Crown Cork & Seal Deutschland Holdings GmbH | Germany | Not Applicable | ||
CROWN Bender GmbH | Germany | Not Applicable | ||
CROWN Nahrungsmitteldosen Deutschland GmbH | Germany | Not Applicable | ||
CROWN Nahrungsmitteldosen GmbH | Germany | Not Applicable | ||
CROWN Specialty Packaging Duetschland GmbH | Germany | Not Applicable | ||
CROWN Raku GmbH | Germany | Not Applicable | ||
CROWN Verpackungen Deutschland GmbH | Germany | Not Applicable | ||
CROWN Verschlüsse Deutschland GmbH | Germany | Not Applicable | ||
CROWN Zeller Deutschland GmbH | Germany | Not Applicable | ||
CROWN Zeller Engineering GmbH | Germany | Not Applicable | ||
CROWN Envases Mexico, S.A. de C.V. | Mexico | Not Applicable | ||
CROWN Zeller Mexico, S.A. de C.V. | Mexico | Not Applicable | ||
CROWN Mexican Holdings, S. de R.L. de C.V. | Mexico | Not Applicable | ||
CROWN Obrist AG (Switzerland) | Switzerland | Not Applicable | ||
CROWN Vogel AG | Switzerland | Not Applicable | ||
Crown UK Holdings Limited | United Kingdom | Not Applicable | ||
CROWN Aerosols UK Limited | United Kingdom | Not Applicable | ||
Exact Name of Additional Obligors | Jurisdiction of Incorporation | I.R.S. Employer Identification Number | ||
CarnaudMetalbox Overseas Limited | United Kingdom | Not Applicable | ||
Crown Cork & Seal Finance plc | United Kingdom | Not Applicable | ||
CROWN Packaging UK PLC | United Kingdom | Not Applicable | ||
CROWN UCP plc | United Kingdom | Not Applicable | ||
CarnaudMetalbox Engineering PLC | United Kingdom | Not Applicable | ||
CROWN Massmould Ltd. | United Kingdom | Not Applicable | ||
CROWN Speciality Packaging UK plc | United Kingdom | Not Applicable | ||
CarnaudMetalbox Group UK Limited | United Kingdom | Not Applicable | ||
The address for service of each of the additional obligors is c/o Crown Holdings, Inc., One Crown Way, Philadelphia, Pennsylvania, telephone (215) 698-5100. The primary industrial classifications number for each of the additional obligors is 3411.
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. | |
Comptroller of the Currency Treasury Department Washington, D.C. | ||
Federal Deposit Insurance Corporation Washington, D.C. | ||
Federal Reserve Bank of San Francisco San Francisco, California 94120 | ||
(b) | Whether it is authorized to exercise corporate trust powers. | |
| The trustee is authorized to exercise corporate trust powers. | ||
| Item | 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15.Foreign Trustee. Not applicable.
Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** | |
Exhibit 3. | See Exhibit 2 | |
Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.**** | |
Exhibit 8. | Not applicable. | |
Exhibit 9. | Not applicable. | |
| * | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. |
| ** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. |
| *** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. |
| **** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the form S-3 dated August 24, 2004 of Digital River, Inc. file number 333-118519. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 19th day of November 2004.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Jeffery T. Rose |
Jeffery T. Rose Corporate Trust Officer |
EXHIBIT 6
November 19, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, |
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
/S/ JEFFREY T. ROSE |
Jeffery T. Rose Corporate Trust Officer |