EXHIBIT 25.1
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)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip Code) |
Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)
Spectrum Brands, Inc.
(Issuer with respect to the Securities)
| Wisconsin | 22-2423556 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Six Concourse Parkway Suite 3300 Atlanta, Georgia | 30328 | |
| (Address of Principal Executive Offices) | (Zip Code) |
7-3/8% Senior Subordinated Notes due 2015
(Title of the Indenture Securities)
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrants | Jurisdiction of Incorporation | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification Number | |||
ROV Holding, Inc.* | Delaware | 551112 | 22-2423555 | |||
Rovcal, Inc.* | California | 335900 | 52-2068284 | |||
United Industries Corporation, 2150 Schuetz Road, St. Louis, Missouri 63146, (314) 427-0780 | Delaware | 325900 | 43-1025604 | |||
AQ Holdings, Inc.** | Delaware | 551112 | 04-3429328 | |||
Aquaria, Inc.** | California | 339900 | 95-2556867 | |||
Aquarium Systems, Inc.** | Delaware | 339900 | 34-1820457 | |||
DB Online, LLC** | Hawaii | N/A | N/A1 | |||
Ground Zero, Inc.** | Missouri | Inactive | 43-1807196 | |||
IB Nitrogen, Inc., 10 Craig Street, Brantford, Ontario N3R7J1, (519) 757-0077 | Delaware | 325300 | 52-2115627 | |||
Jungle Talk International, Inc.** | Delaware | 321900 | 34-1839601 | |||
Nu-Gro US Holdco Corporation*** | Delaware | 551112 | 20-0971051 | |||
Nu-Gro America Corp. *** | Delaware | 551112 | 98-0191327 | |||
Nu-Gro Technologies, Inc.*** | Delaware | 325300 | 14-1817561 | |||
Perfecto Holding Corp. ** | Delaware | 551112 | 59-3380422 | |||
Perfecto Manufacturing, Inc.** | Delaware | 339900 | 59-3380419 | |||
Pets ‘N People, Inc.** | California | 453910 | 95-3603453 | |||
Schultz Company** | Missouri | 325300 | 43-0625762 | |||
Southern California Foam, Inc.** | California | 339900 | 95-4236597 | |||
Sylorr Plant Corp.** | Delaware | 325900 | 02-0644834 | |||
United Pet Group, Inc.** | Delaware | 311110 | 11-2392851 | |||
WPC Brands, Inc.** | Wisconsin | 325900 | 39-1786169 | |||
Tetra Holding (US), Inc., 3001 Commerce Street, Blacksburg, Virginia 24060, (540) 951-5400 | Delaware | 311119 | 42-1560545 | |||
Willinger Bros., Inc.**** | Delaware | 311119 | 13-2847371 |
| * | Address and telephone number of principal executive offices are the same as those of Spectrum Brands, Inc. |
| ** | Address and telephone number of principal executive offices are the same as those of United Industries Corporation. |
| *** | Address and telephone number of principal executive offices are the same as those of IB Nitrogen, Inc. |
| **** | Address and telephone number of principal executive offices are the same as those of Tetra Holding (US), Inc. |
| 1 | Single member LLC disregarded for US tax purposes. |
2
FORM T-1
| 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
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business.* |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* |
| 4. | A copy of the existing bylaws of the Trustee.* |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of March 31, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
| * | Incorporated by reference to Registration Number 333-67188. |
3
NOTE
The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 31st of May, 2005.
| By: | /s/ Richard Prokosch | |
Richard Prokosch | ||
Vice President | ||
| By: | /s/ Benjamin J. Krueger | |
Benjamin J. Krueger | ||
Assistant Vice President | ||
4
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: May 31, 2005
| By: | /s/ Richard Prokosch | |
Richard Prokosch | ||
Vice President | ||
| By: | /s/ Benjamin J. Krueger | |
| Benjamin J. Krueger | ||
Assistant Vice President | ||
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2005
($000’s)
| 3/31/2005 | |||
Assets | |||
Cash and Due From Depository Institutions | $ | 8,894,661 | |
Federal Reserve Stock | 0 | ||
Securities | 42,846,194 | ||
Federal Funds | 2,861,316 | ||
Loans & Lease Financing Receivables | 125,284,459 | ||
Fixed Assets | 1,780,370 | ||
Intangible Assets | 10,263,150 | ||
Other Assets | 8,917,028 | ||
Total Assets | $ | 197,847,178 | |
Liabilities | |||
Deposits | $ | 126,268,324 | |
Fed Funds | 10,290,860 | ||
Treasury Demand Notes | 0 | ||
Trading Liabilities | 144,277 | ||
Other Borrowed Money | 27,701,315 | ||
Acceptances | 91,307 | ||
Subordinated Notes and Debentures | 6,814,193 | ||
Other Liabilities | 6,028,535 | ||
Total Liabilities | $ | 177,338,811 | |
Equity | |||
Minority Interest in Subsidiaries | $ | 1,022,821 | |
Common and Preferred Stock | 18,200 | ||
Surplus | 11,792,288 | ||
Undivided Profits | 7,675,058 | ||
Total Equity Capital | $ | 20,508,367 | |
Total Liabilities and Equity Capital | $ | 197,847,178 | |
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.
| U.S. Bank National Association | ||
| By: | /s/ Richard Prokosch | |
Vice President | ||
Date: May 31, 2005