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 MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association | | 41-1592157 |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | | (I.R.S. Employer Identification No.) |
Sixth Street and Marquette Avenue Minneapolis, Minnesota | | 55479 |
(Address of principal executive offices) | | (Zip code) |
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(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
(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) |
$1,085,000,000 9.5% Second Priority Senior Secured Notes due 2011
€285,000,000 9.5% Second Priority Senior Secured Notes due 2011
(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. |
| | | Comptroller of the Currency |
| | | Federal Deposit Insurance Corporation |
| | | The Board of Governors of the Federal Reserve System |
| (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. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. |
|
| | Exhibit 1. | | | | a. | | A copy of the Articles of Association of the trustee now in effect.** |
|
| | Exhibit 2. | | | | a. | | A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* |
|
| | | | | | b. | | A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* |
|
| | | | | | c. | | A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* |
|
| | | | d. | | A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* |
|
| | | | e. | | A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of “Norwest Bank Minnesota, National Association.”* |
|
| | | | f. | | A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of “Wells Fargo Bank Minnesota, National Association.”*** |
|
| | Exhibit 3. | | A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* |
|
| | 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 exhibit number 25 filed with registration statement number 33-66026. |
** | | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 99.T3G to the Form T-3 dated July 13, 2000 of GB Property Funding Corp. file number 022-22473. |
*** | | Incorporated by reference to exhibit number 2f to the trustee’s Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, 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 13th day of May 2003.
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION |
|
|
Jeffery Rose Corporate Trust Officer |
EXHIBIT 6
May 13, 2003
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 MINNESOTA, NATIONAL ASSOCIATION |
|
|
Jeffery Rose Corporate Trust Officer |
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 MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association | | 41-1592157 |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | | (I.R.S. Employer Identification No.) |
Sixth Street and Marquette Avenue Minneapolis, Minnesota | | 55479 |
(Address of principal executive offices) | | (Zip code) |
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(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
(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) |
$725,000,000 10.875% Third Priority Senior Secured Notes due 2013
(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. |
| | | Comptroller of the Currency |
| | | Federal Deposit Insurance Corporation |
| | | The Board of Governors of the Federal Reserve System |
| (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. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. |
|
| | Exhibit 1. | | a. | | A copy of the Articles of Association of the trustee now in effect.** |
|
| | Exhibit 2. | | a. | | A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* |
|
| | | | b. | | A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* |
|
| | | | c. | | A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* |
|
| | | | d. | | A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* |
|
| | | | e. | | A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of “Norwest Bank Minnesota, National Association.”* |
|
| | | | f. | | A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of “Wells Fargo Bank Minnesota, National Association.”*** |
|
| | Exhibit 3. | | A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* |
|
| | 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 exhibit number 25 filed with registration statement number 33-66026. |
** | | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 99.T3G to the Form T-3 dated July 13, 2000 of GB Property Funding Corp. file number 022-22473. |
*** | | Incorporated by reference to exhibit number 2f to the trustee’s Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, 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 13th day of May 2003.
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION |
|
|
Jeffery Rose Corporate Trust Officer |
EXHIBIT 6
May 13, 2003
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 MINNESOTA, NATIONAL ASSOCIATION |
|
|
Jeffery Rose Corporate Trust Officer |
Wells Fargo Bank Minnesota, N.A. | | | | FFIEC 031 |
| | | | |
Legal Title of Bank | | | | RC-1 |
|
Minneapolis | | | | 11 |
| | | | |
City | | | | |
| | | | |
MN 55479 | | | | |
| | | | |
State Zip Code | | | | |
FDIC Certificate Number - 05208
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2002
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.
Schedule RC—Balance Sheet
| | | | | | RCFD
| | Bil
| | Mil
| | Thou
| | |
| | | | | | Dollar Amounts in Thousands | | |
ASSETS | | | | | | | | | | |
1. Cash and balances due from depository institutions (from Schedule RC-A): | | | | | | |
a. Noninterest-bearing balances and currency and coin(1) | | | | | | 0081 | | 1,820,590 | | 1.a |
b. Interest-bearing balances(2) | | | | | | 0071 | | 63,877 | | 1.b |
2. Securities: | | | | | | | | | | |
a. Held-to-maturity securities (from Schedule RC-B, column A) | | | | | | 1754 | | 0 | | 2.a |
b. Available-for-sale securities (from Schedule RC-B, column D) | | | | | | 1773 | | 1,613,776 | | 2.b |
3. Federal funds sold and securities purchased under agreements to resell: | | | | | | RCON | | | | |
a.Federal funds sold in domestic offices | | | | | | B987 | | 8,118,713 | | 3.a |
| | | | | | RCFD | | | | |
b.Securities purchased under agreements to resell(3) | | | | | | B989 | | 159,512 | | 3.b |
4. Loans and lease financing receivables (from Schedule RC-C): | | | | | | | | | | |
a. Loans and leases held for sale | | | | | | 5369 | | 21,079,237 | | 4.a |
b. Loans and leases, net of unearned income | | B528 | | 18,011,762 | | | | | | 4.b |
c. LESS: Allowance for loan and lease losses | | 3123 | | 284,263 | | | | | | 4.c |
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | | | | | | B529 | | 17,727,499 | | 4.d |
5. Trading assets (from Schedule RC-D) | | | | | | 3545 | | 367,486 | | 5 |
6. Premises and fixed assets (including capitalized leases) | | | | | | 2145 | | 157,682 | | 6 |
7. Other real estate owned (from Schedule RC-M) | | | | | | 2150 | | 7,328 | | 7 |
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | | | | | | 2130 | | 0 | | 8 |
9. Customers’ liability to this bank on acceptances outstanding | | | | | | 2155 | | 23,492 | | 9 |
10. Intangible assets: | | | | | | | | | | |
a. Goodwill | | | | | | 3163 | | 341,605 | | 10.a |
b. Other intangible assets (from Schedule RC-M) | | | | | | 0426 | | 7,596 | | 10.b |
11. Other assets (from Schedule RC-F) | | | | | | 2160 | | 1,354,807 | | 11 |
12. Total assets (sum of items 1 through 11) | | | | | | 2170 | | 52,843,200 | | 12 |
(1) | | Includes cash items in process of collection and unposted debits. |
(2) | | Includes time certificates of deposit not held for trading. |
(3) | | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
Wells Fargo Bank Minnesota, N.A. | | | | FFIEC 031 |
| | | | |
Legal Title of Bank | | | | RC-1 |
| | | | |
| | | | 12 |
FDIC Certificate Number - 05208
Schedule RC - Continued
| | | | | | | | | | | | Bil
| | Mil
| | Thou
| | |
| | | | | | | | | | Dollar Amounts in Thousands | | |
LIABILITIES | | | | | | | | | | |
13. Deposits: | | | | | | | | | | |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | | | | | | RCON 2200 | | 32,863,493 | | 13.a |
(1) Noninterest-bearing (1) | | 6631 | | 20,656,572 | | | | | | 13.a.1 |
(2) Interest-bearing | | 6636 | | 12,206,921 | | | | | | 13.a.2 |
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) | | | | | | RCFN 2200 | | 5,802,375 | | 13.b |
(1) Noninterest-bearing | | 6631 | | 10,504 | | | | | | 13.b.1 |
(2) Interest-bearing | | 6636 | | 5,791,871 | | | | | | 13.b.2 |
14. Federal funds purchased and securities sold under agreements to repurchase: | | | | | | RCON | | | | |
a.Federal funds purchased in domestic offices(2) | | | | | | B993 | | 1,685,713 | | 14.a |
| | | | | | RCFD | | | | |
b.Securities sold under agreements to repurchase(3) | | | | | | B995 | | 459,274 | | 14.b |
15. Trading liabilities (from Schedule RC-D) | | | | | | 3548 | | 45,836 | | 15 |
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | | | | | | 3190 | | 7,081,695 | | 16 |
17. Not applicable | | | | | | | | | | |
18. Bank’s liability on acceptances executed and outstanding | | | | | | 2920 | | 23,492 | | 18 |
19. Subordinated notes and debentures(4) | | | | | | 3200 | | 0 | | 19 |
20. Other liabilities (from Schedule RC-G) | | | | | | 2930 | | 801,629 | | 20 |
21. Total liabilities (sum of items 13 through 20) | | | | | | 2948 | | 48,763,507 | | 21 |
22. Minority interest in consolidated subsidiaries | | | | | | 3000 | | 0 | | 22 |
EQUITY CAPITAL | | | | | | | | | | |
23. Perpetual preferred stock and related surplus | | | | | | 3838 | | 0 | | 23 |
24. Common stock | | | | | | 3230 | | 100,000 | | 24 |
25. Surplus (exclude all surplus related to preferred stock) | | | | | | 3839 | | 2,133,596 | | 25 |
26. a. Retained earnings | | | | | | 3632 | | 1,793,289 | | 26.a |
b. Accumulated other comprehensive income(5) | | | | | | B530 | | 52,808 | | 26.b |
27. Other equity capital components(6) | | | | | | A130 | | 0 | | 27 |
28. Total equity capital (sum of items 23 through 27) | | | | | | 3210 | | 4,079,693 | | 28 |
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | | | | | | 3300 | | 52,843,200 | | 29 |
Memorandum | | | | | | |
To be reported only with the March Report of Condition. | | RCFD | | Number | | |
1. | | Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001 | | 6724 | | N/A | | M. 1 |
1 = | | Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank | | 4 = | | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm(may be required by state chartering authority) |
2 = | | Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) | | 5 = | | Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) |
3 = | | Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm | | 6 = | | Review of the bank’s financial statements by external auditors |
| | | | 7 = | | Compilation of the bank’s financial statements by external auditors |
| | | | 8 = | | Other audit procedures (excluding tax preparation work) |
| | | | 9 = | | No external audit work |
(1) | | Includes total demand deposits and noninterest-bearing time and savings deposits. |
(2) | | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.” |
(3) | | Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. |
(4) | | Includes limited-life preferred stock and related surplus. |
(5) | | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. |
(6) | | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |