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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) o
(Exact name of trustee as specified in its charter)
| Illinois | 36-3800435 | |
| (Jurisdiction of incorporation or organization | (I.R.S. Employer | |
| if not a U.S. national bank) | Identification Number) | |
| 2 North LaSalle Street | ||
| Suite 1020 | ||
| Chicago, Illinois | 60602 | |
| (Address of principal executive offices) | (Zip code) |
John C. Hitt, Jr.
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3000
(Agent for Service)
Dura Operating Corp.
(Exact name of obligor as specified in its charter)
| Delaware | 38-2961431 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification no.) | |
| c/o Dura Automotive Systems, Inc. | ||
| 2791 Research Drive | ||
| Rochester Hills, Michigan | 48309 | |
| (Address of principal executive offices) | (Zip code) |
Dura Automotive Systems, Inc.
(Exact name of obligor as specified in its charter)
| Delaware | 38-3185711 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification no.) | |
| 4508 IDS Center | ||
| Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip code) |
Additional Obligors listed on Exhibit 10 attached hereto.
(Title of the indenture securities)
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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. |
| Name | Address | |||
| Office of Banks & Trust Companies | 500 E. Monroe Street | |||
| of the State of Illinois | 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. |
Item 2.Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16.List of Exhibits.
| 1. | A copy of Articles of Incorporation of BNY Midwest Trust Company as now in effect. (Incorporated by reference to Exhibit 1 of the Form T-1 filed under Form 8-K, Commission File No. 0-18298, June 25, 2002.) | |
| 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. (Incorporated by reference to Exhibit 2 of the Form T-1 filed under Form 8-K, Commission File No. 0-18298, June 25, 2002.) | |
| 4. | A copy of the existing By-laws of the Trustee. (Incorporated by reference to Exhibit 4 of the Form T-1 filed under Form 8-K, Commission File No. 0-18298, June 25, 2002.) | |
| 5. | Not applicable. | |
| 6. | The consent of the Trustee required by Section 321(b) of the Act. (Incorporated by reference to Exhibit 6 of the Form T-1 filed under Registration Statement No. 333-07623 filed August 2, 2002.) | |
| 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. (Exhibit B) | |
| 8. | Not applicable. | |
| 9. | Not applicable. | |
| 10. | Other Obligors. |
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, 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 9th day of January, 2004.
| BNY MIDWEST TRUST COMPANY | ||||||
| By | /s/ Roxane Ellwanger | |||||
| Name: Roxane Ellwanger | ||||||
| Title: Assistant Vice President | ||||||
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Exhibit 7
OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies
CONSOLIDATED REPORT OF CONDITION
OF
BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60606
Including the institution’s domestic and foreign subsidiaries completed as of the close of business on September 30, 2003, 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 | 37,638 | ||||||
| 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 | 786 | ||||||
| 7. | Accounts Receivable | 4,071 | ||||||
| 8. | Other Assets | |||||||
| (Itemize amounts greater than 15% of Line 9) | ||||||||
| Deferred Expenses | 44 | |||||||
| Prepaid Expenses | 34 | |||||||
| Accrued Interest Receivable-Intercompany | 12 | |||||||
| 10. | TOTAL ASSETS | 129,384 | ||||||
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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 | 5 | ||||||||
| 12. | Taxes Payable | - 0 - | ||||||||
| 13. | Other Liabilities for Borrowed Money | 25,425 | ||||||||
| 14. | Other Liabilities | |||||||||
| (Itemize amounts greater than 15% of Line 9) | ||||||||||
| Taxes Payable to Parent Company | 5,618 | |||||||||
| Reserve for Taxes | 3,991 | 10,117 | ||||||||
| 15. | TOTAL LIABILITIES | 35,547 | ||||||||
| 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) | 24,707 | ||||||||
| 21. | TOTAL EQUITY CAPITAL | 93,837 | ||||||||
| 22. | TOTAL LIABILITIES AND EQUITY CAPITAL | 129,384 | ||||||||
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| I, Keith A. Mica, 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.
| /s/ Keith A. Mica (Signature of Officer Authorized to Sign Report) |
Sworn to and subscribed before me this 29th day of October, 2003
My Commission expires February 25, 2007.
| /s/ Ines M. Soriano, Notary Public | ||
| (Notary Seal) |
Person to whom Supervisory Staff should direct questions concerning this report.
| Charmaine Humphrey | (212) 437-5528 | |
| Name | Telephone Number (Extension) | |
| Staff Accountant Title | ||
| chumphrey@bankofny.com |
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Exhibit 10
OTHER OBLIGORS
Each of the following Guarantors (as defined in the Indenture) have jointly and severally guaranteed the Dura Operating Corp.’s payment obligations under the Indenture:
| Exact Name of Additional Obligors* | Jurisdiction of | I.R.S. Employer | ||||||
| Formation | Identification No. | |||||||
| Adwest Electronics, Inc. | Delaware | 38-3223055 | ||||||
| Atwood Automotive, Inc. | Michigan | 38-2112709 | ||||||
| Atwood Mobile Products, Inc. | Illinois | 38-4224203 | ||||||
| Creation Group, Inc. | Indiana | 35-1891884 | ||||||
| Creation Group Holdings, Inc. | Indiana | 35-1965518 | ||||||
| Dura Automotive Systems Cable Operations, Inc. | Delaware | 38-3383557 | ||||||
| Dura Automotive Systems of Indiana, Inc. | Indiana | 35-1188181 | ||||||
| Dura G.P | Delaware | 38-3638092 | ||||||
| Mark I Molded Plastics of Tennessee, Inc. | Tennessee | 62-1109669 | ||||||
| Universal Tool & Stamping Company Inc. | Indiana | 35-0797817 | ||||||
* The address for each of the additional Obligors is c/o Dura Automotive Systems, Inc., 2791 Research Drive, Rochester Hills, Michigan 48309. The primary standard industrial classification number for each of the additional Obligors is 3714.
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