EXHIBIT 25 ================================================================================ 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) |__| 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) L-3 COMMUNICATIONS CORPORATION (Exact name of obligor as specified in its charter) Delaware 13-3937436 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) APCOM, INC. (Exact name of obligor as specified in its charter) Maryland 52-1291447 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) BROADCAST SPORTS INC. (Exact name of obligor as specified in its charter) Delaware 52-1977327 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) ELECTRODYNAMICS, INC. (Exact name of obligor as specified in its charter) Arizona 36-3140903 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) HENSCHEL, INC. (Exact name of obligor as specified in its charter) Delaware 23-2554418 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) HYGIENETICS ENVIRONMENTAL SERVICES, INC. (Exact name of obligor as specified in its charter) Delaware 13-3992505 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) INTERSTATE ELECTRONICS CORPORATION (Exact name of obligor as specified in its charter) California 95-1912832 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) KDI PRECISION PRODUCTS, INC. (Exact name of obligor as specified in its charter) Delaware 31-0740721 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS AEROMET, INC. (Exact name of obligor as specified in its charter) Oregon 73-1291165 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -2- L-3 COMMUNICATIONS AIS GP CORPORATION (Exact name of obligor as specified in its charter) Delaware 13-4137187 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 38-1865601 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS AYDIN CORPORATION (Exact name of obligor as specified in its charter) Delaware 23-1686808 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS CSI, INC. (Exact name of obligor as specified in its charter) California 77-0365380 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS ESSCO, INC. (Exact name of obligor as specified in its charter) Delaware 04-2281486 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC (Exact name of obligor as specified in its charter) Delaware 02-0654591 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS FLIGHT CAPITAL LLC (Exact name of obligor as specified in its charter) Delaware 75-3089735 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC. (Exact name of obligor as specified in its charter) Virginia 54-1349668 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS ILEX SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 13-3992952 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P. (Exact name of obligor as specified in its charter) Delaware 03-0391841 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS INVESTMENTS INC. (Exact name of obligor as specified in its charter) Delaware 51-0260723 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC. (Exact name of obligor as specified in its charter) Delaware 02-0277515 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -4- L-3 COMMUNICATIONS MAS (US) CORPORATION (Exact name of obligor as specified in its charter) Delaware 55-0765280 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS CORPORATION CALIFORNIA (Exact name of obligor as specified in its charter) California 95-2214952 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS CORPORATION DELAWARE (Exact name of obligor as specified in its charter) Delaware 04-3054475 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS SECURITY SYSTEMS CORPORATION (Exact name of obligor as specified in its charter) Delaware 13-4109775 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC. (Exact name of obligor as specified in its charter) California 77-0268547 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC (Exact name of obligor as specified in its charter) Delaware 42-1569647 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS VERTEX AEROSPACE LLC (Exact name of obligor as specified in its charter) Delaware 64-0941176 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS WESTWOOD CORPORATION (Exact name of obligor as specified in its charter) Nevada 87-0430944 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) MCTI ACQUISITION CORPORATION (Exact name of obligor as specified in its charter) Maryland 13-4109777 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED (Exact name of obligor as specified in its charter) Maryland 59-3500774 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) MICRODYNE CORPORATION (Exact name of obligor as specified in its charter) Maryland 52-0856493 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) MICRODYNE OUTSOURCING INCORPORATED (Exact name of obligor as specified in its charter) Maryland 33-0797639 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -6- MPRI, INC. (Exact name of obligor as specified in its charter) Delaware 54-1439937 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) PAC ORD INC. (Exact name of obligor as specified in its charter) Delaware 23-2523436 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) POWER PARAGON, INC. (Exact name of obligor as specified in its charter) Delaware 33-0638510 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SHIP ANALYTICS, INC. (Exact name of obligor as specified in its charter) Connecticut 06-0966471 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SHIP ANALYTICS INTERNATIONAL, INC. (Exact name of obligor as specified in its charter) Delaware 06-1336772 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SHIP ANALYTICS USA, INC. (Exact name of obligor as specified in its charter) Delaware 06-1364417 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SPD ELECTRICAL SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 23-2457758 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SPD SWITCHGEAR, INC. (Exact name of obligor as specified in its charter) Delaware 23-2510039 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SYCOLEMAN CORPORATION (Exact name of obligor as specified in its charter) Florida 59-2039476 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) TROLL TECHNOLOGY CORPORATION (Exact name of obligor as specified in its charter) California 95-4552257 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) WESCAM AIR OPS INC. (Exact name of obligor as specified in its charter) Delaware 52-2304424 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) WESCAM AIR OPS LLC (Exact name of obligor as specified in its charter) Delaware Pending (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -8- WESCAM HOLDINGS (US) INC. (Exact name of obligor as specified in its charter) Delaware 51-0376332 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) WESCAM INCORPORATED (Exact name of obligor as specified in its charter) Florida 59-3316817 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) WESCAM LLC (Exact name of obligor as specified in its charter) Delaware 91-2077866 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) WESCAM SONOMA INC. (Exact name of obligor as specified in its charter) California 95-2942016 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) WOLF COACH, INC. (Exact name of obligor as specified in its charter) Massachusetts 04-2482502 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 600 Third Avenue New York, New York 10016 (Address of principal executive offices) (Zip code) ----------------------- 6-1/8% Series B Senior Subordinated Notes due 2014 (Title of the indenture securities) ======================================================================== 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 - ---------------------------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, New York N.Y. 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.) -10- 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 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. 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 10th day of March, 2004. THE BANK OF NEW YORK By: /s/ ROBERT MASSIMILLO ---------------------------- Name: ROBERT MASSIMILLO Title: VICE PRESIDENT EXHIBIT 7 - -------------------------------------------------------------------------------- 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 December 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 In Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin....... $3,752,987 Interest-bearing balances................................ 7,153,561 Securities: Held-to-maturity securities.............................. 260,388 Available-for-sale securities............................ 21,587,862 Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices................... 165,000 Securities purchased under agreements to resell.......... 2,804,315 Loans and lease financing receivables: Loans and leases held for sale........................... 557,358 Loans and leases, net of unearned income................. 36,255,119 LESS: Allowance for loan and lease losses................ 664,233 Loans and leases, net of unearned income and allowance... 35,590,886 Trading Assets.............................................. 4,892,480 Premises and fixed assets (including capitalized leases).... 926,789 Other real estate owned..................................... 409 Investments in unconsolidated subsidiaries and associated companies................................... 277,788 Customers' liability to this bank on acceptances outstanding 144,025 Intangible assets........................................... Goodwill................................................. 2,635,322 Other intangible assets.................................. 781,009 Other assets................................................ 7,727,722 ----------- Total assets................................................ $89,257,901 =========== LIABILITIES Deposits: In domestic offices...................................... $33,763,250 Noninterest-bearing...................................... 14,511,050 Interest-bearing......................................... 19,252,200 In foreign offices, Edge and Agreement subsidiaries, and IBFs............................................... 22,980,400 Noninterest-bearing...................................... 341,376 Interest-bearing......................................... 22,639,024 Federal funds purchased and securities sold under agreements to repurchase Federal funds purchased in domestic offices.............. 545,681 Securities sold under agreements to repurchase........... 695,658 Trading liabilities......................................... 2,338,897 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)..................................... 11,078,363 Bank's liability on acceptances executed and outstanding.... 145,615 Subordinated notes and debentures........................... 2,408,665 Other liabilities........................................... 6,441,088 ----------- Total liabilities........................................... $80,397,617 =========== Minority interest in consolidated subsidiaries.............. 640,126 EQUITY CAPITAL Perpetual preferred stock and related surplus............... 0 Common stock................................................ 1,135,284 Surplus..................................................... 2,077,255 Retained earnings........................................... 4,955,319 Accumulated other comprehensive income...................... 52,300 Other equity capital components............................. 0 - ------------------------------------------------------------------------------ Total equity capital........................................ 8,220,158 ----------- Total liabilities minority interest and equity capital...... $89,257,901 =========== 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. 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. -- Thomas A. Renyi | Gerald L. Hassell | Alan R. Griffith | Directors -- - -------------------------------------------------------------------------------
Broadcast Sports Inactive
Filed: 22 Mar 04, 12:00am