EXHIBIT 25.1
UNITED STATES
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) [ ]
----------
SUNTRUST BANK
(Exact name of trustee as specified in its charter)
GEORGIA 58-0466330
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification Number)
303 PEACHTREE STREET, NORTHEAST
30TH FLOOR
ATLANTA, GEORGIA 30308
(Address of principal executive offices) (Zip Code)
----------
NANCY C. HARRISON
VICE PRESIDENT, CORPORATE TRUST DEPARTMENT
SUNTRUST BANK
MAIL CODE HDQ-5310
919 EAST MAIN STREET
RICHMOND, VIRGINIA 23219
(804) 782-5726
(Name, address and telephone number of agent for service)
----------
P. H. GLATFELTER COMPANY
(Exact name of obligor as specified in its charter)
PENNSYLVANIA 23-0628360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
PHG TEA LEAVES, INC. DELAWARE 52-2068690
MOLLANVICK, INC. DELAWARE 52-2068900
THE GLATFELTER PULP WOOD COMPANY MARYLAND 23-1519556
GLT INTERNATIONAL FINANCE, LLC DELAWARE 32-0019096
GLENN-WOLFE, INC. DELAWARE 52-2017675
GLATFELTER HOLDINGS, LLC DELAWARE 20-3878695
GLATFELTER HOLDINGS II, LLC DELAWARE 20-3878722
(Exact name of co-obligors (State or other jurisdiction of (I.R.S. Employer
as specified in their charters) incorporation or organization) Identification Number)
96 SOUTH GEORGE STREET, SUITE 500
YORK, PENNSYLVANIA 17401
(Address of principal executive offices) (Zip Code)
----------
7 1/8% SENIOR NOTES DUE 2016
(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.
DEPARTMENT OF BANKING AND FINANCE,
STATE OF GEORGIA
2990 BRANDYWINE ROAD, SUITE 200
ATLANTA, GEORGIA 30341-5565
FEDERAL RESERVE BANK OF ATLANTA
1000 PEACHTREE STREET N.E.
ATLANTA, GEORGIA 30309-4470
FEDERAL DEPOSIT INSURANCE CORPORATION
550 17TH STREET N.W.
WASHINGTON, D.C. 20429-9990
(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.
3-12. NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE ITEMS
ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET
FORTH IN ITEMS 13(a) AND 13(b) BELOW, THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE.
13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are
outstanding, or is trustee for more than one outstanding series of
securities under the indenture, state whether there has been a default
under any such indenture or series, identify the indenture or series
affected, and explain the nature of any such default.
THERE HAS NOT BEEN ANY SUCH DEFAULT.
14-15. NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET
FORTH IN ITEMS 13(a) AND 13(b) ABOVE, THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE.
16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility;
exhibits identified in parentheses are filed with the Securities and
Exchange Commission and are incorporated herein by reference as exhibits
hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
amended.
(1) A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect (Exhibit 1 to Form T-1
filed as Exhibit 25.1 to Registration No. 333-121977 filed by Boston
Private Financial Holdings, Inc.).
(2) A copy of the certificate of authority of the trustee to commence
business (Exhibits 2 and 3 to Form T-1 filed as Exhibit 25.1 to
Registration No. 333-121977 filed by Boston Private Financial
Holdings, Inc.).
(3) A copy of the authorization of the trustee to exercise corporate trust
powers (Exhibits 2 and 3 to Form T-1 filed as Exhibit 25.1 to
Registration No. 333-121977 filed by Boston Private Financial
Holdings, Inc.).
(4) A copy of the existing by-laws of the trustee as now in effect.
(Exhibit 4 to Form T-1 filed as Exhibit 25.1 to Registration No.
333-128720 filed by Bunge Limited Finance Corp.).
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
(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 as of the close of business on June 30, 2006.
(8) Not applicable.
(9) Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Richmond and the Commonwealth of Virginia, on the 22nd day of
September, 2006.
SUNTRUST BANK
By: /s/ Nancy C. Harrison
------------------------------------
Nancy C. Harrison
Vice President, Corporate Trust
Department
EXHIBIT 1 TO FORM T-1
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 1 to Form T-1
filed as Exhibit 25.1 to Registration No. 333-121977
filed by Boston Private Financial Holdings, Inc.)
EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Incorporated by reference to Exhibits 2 and 3 to Form T-1
filed as Exhibit 25.1 to Registration No. 333-121977
filed by Boston Private Financial Holdings, Inc.)
EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS
(Incorporated by reference to Exhibits 2 and 3 to Form T-1
filed as Exhibit 25.1 to Registration No. 333-121977
filed by Boston Private Financial Holdings, Inc.)
EXHIBIT 4 TO FORM T-1
SUNTRUST BANK
BYLAWS
(Incorporated by reference to Exhibit 4 to Form T-1 filed as Exhibit 25.1
to Registration No. 333-128720 filed by Bunge Limited Finance Corp.)
EXHIBIT 5 TO FORM T-1
(Intentionally Omitted. Not Applicable.)
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, in connection with the proposed issuance of the 7 1/8% Senior Notes due
2016 of P. H. Glatfelter Company and the related Guarantees thereof, SunTrust
Bank hereby consents that reports of examinations by Federal, State, Territorial
or District Authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.
SUNTRUST BANK
September 22, 2006 By: /s/ Nancy C. Harrison
------------------------------------
Nancy C. Harrison
Vice President, Corporate Trust
Department
EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
SunTrust Bank
303 PEACHTREET STREET, NORTHEAST FFIEC 031
ATLANTA, GA 30308 Consolidated Report of Condition
FDIC Certificate Number: 867 for June 30, 2006
Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks
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
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) RCFD 0081 4,433,095
b. Interest-bearing balances(2) RCFD 0071 21,361
2. Securities:
a. Held-to-maturity securities (from Schedule
RC-B, column A) RCFD 1754 0
b. Available-for-sale securities (from Schedule
RC-B, column D) RCFD 1773 24,193,578
3. Federal funds sold and securities purchased under
agreements to resell
a. Federal funds sold in domestic offices RCON B987 159,550
b. Securities purchased under agreements to
resell(3) RCFD B989 4,899,554
4. Loans and lease financing receivables (from
Schedule RC-C):
a. Loans and leases held for sale RCFD 5369 10,708,007
b. Loans and leases, net of unearned income RCFD B528 120,303,819
c. LESS: Allowance for loan and lease losses RCFD 3123 1,060,615
d. Loans and leases, net of unearned income and
allowance (item 4.b minus 4.c) RCFD B529 119,243,204
5. Trading assets (from Schedule RC-D) RCFD 3545 2,137,400
6. Premises and fixed assets (including capitalized
leases) RCFD 2145 1,685,431
7. Other real estate owned (from Schedule RC-M) RCFD 2150 63,216
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) RCFD 2130 0
9. NOT APPLICABLE
10. Intangible assets:
a. Goodwill RCFD 3163 6,439,017
b. Other intangible assets (from Schedule RC-M) RCFD 0426 1,028,068
11. Other assets (from Schedule RC-F) RCFD 2160 6,430,687
12. Total assets (sum of items 1 through 11) RCFD 2170 181,442,168
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A
and C from Schedule RC-E, part I) RCON 2200 117,956,301
(1) Noninterest-bearing(4) RCON 6631 10,650,037
(2) Interest-bearing RCON 6636 107,306,264
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule RC-E,
part II) RCFN 2200 9,193,726
(1) Noninterest-bearing RCFN 6631 0
(2) Interest-bearing RCFN 6636 9,193,726
14. Federal funds purchased and securities sold under
agreements to repurchase
a. Federal funds purchased in domestic offices(5) RCON B993 4,527,339
b. Securities sold under agreements to
repurchase(6) RCFD B995 11,404,152
15. Trading liabilities (from Schedule RC-D) RCFD 3548 1,413,850
16. Other borrowed money (includes mortgage
indebtedness and obligations under capitalized
leases) (from Schedule RC-M) RCFD 3190 10,889,786
17. NOT APPLICABLE
18. NOT APPLICABLE
19. Subordinated notes and debentures(7) RCFD 3200 3,696,769
20. Other liabilities (from Schedule RC-G) RCFD 2930 3,232,574
21. Total liabilities (sum of items 13 through 20) RCFD 2948 162,314,497
22. Minority interest in consolidated subsidiaries RCFD 3000 484,943
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0
24. Common stock RCFD 3230 21,600
25. Surplus (exclude all surplus related to preferred
stock) RCFD 3839 11,318,879
26. a. Retained earnings RCFD 3632 7,131,516
b. Accumulated other comprehensive income(8) RCFD B530 170,733
27. Other equity capital components(9) RCFD A130 0
28. Total equity capital (sum of items 23 through 27) RCFD 3210 18,642,728
29. Total liabilities, minority interest, and equity
capital (sum of items 21, 22, and 28) RCFD 3300 181,442,168
Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION. 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 2005 RCFD 6724 N/A
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
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)
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
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)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
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 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.
(4) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(5) Report overnight Ferderal Home Loan Bank advances in Schedule RC, item
16,"Other borrowed money."
(6) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
(7) Includes limited-life preferred stock and related surplus.
(8) 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.
(9) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
EXHIBIT 8 TO FORM T-1
(Intentionally Omitted. Not Applicable.)
EXHIBIT 9 TO FORM T-1
(Intentionally Omitted. Not Applicable.)