Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
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JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
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METTLER-TOLEDO INTERNATIONAL INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-3668641
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
IM LANGACHER, P.O. BOX MT-100
CH 8606 GREIFENSEE, SWITZERLAND +41-1-944-22-11
(Address of principal executive offices) (Zip Code)
Peter Edwards
1900 Polaris Parkway
Columbus, Ohio 43240
Tel.: (614) 438-4870
(Name, address and telephone number of agent for service)
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4.85% SENIOR NOTES DUE 2010
(Title of the indenture securities)
GENERAL
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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(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
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22,
2001 (see Exhibit 1 to Form T-1 filed as an exhibit to the Registration
Statement on Form S-3 filed by The Bear Stearns Companies Inc. on January
17, 2002 (Registration Statement No. 333-76894), which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed as an exhibit to the Registration
Statement on Form S-3 filed by Maxus Energy Corporation on July 27, 1992
(Registration Statement No. 33-50010), which is incorporated by reference).
On November 11, 2001 in connection with the merger of The Chase Manhattan
Bank and Morgan Guaranty Trust Company of New York, the surviving
corporation was renamed JPMorgan Chase Bank.
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed as an exhibit to the Registration Statement on Form S-3
filed by The Bear Stearns Companies Inc. on January 17, 2002 (Registration
Statement No. 333-76894), which is incorporated by reference)
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed as an exhibit to the Registration
Statement on Form S-3 filed by Maxus Energy Corporation on July 27, 1992
(Registration Statement No. 33-50010), which is incorporated by reference).
On November 11, 2001, in connection with the merger of The Chase Manhattan
Bank and Morgan Guaranty Trust Company of New York, the surviving
corporation was renamed JPMorgan Chase Bank.
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, 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 22nd
day of March, 2004. JPMORGAN CHASE BANK
By /s/ William G. Keenan
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William G. Keenan
Vice President
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 2003, 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
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................... $ 19,429
Interest-bearing balances ............................ 9,602
Securities:
Held to maturity securities................................. 176
Available for sale securities............................... 53,625
Federal funds sold and securities purchased under
agreements to resell .................................
Federal funds sold in domestic offices 26,067
Securities purchased under agreements to resell 80,099
Loans and lease financing receivables:
Loans and leases held for sale........................ 20,359
Loans and leases, net of unearned income $163,864
Less: Allowance for loan and lease losses 3,151
Loans and leases, net of unearned income and
allowance ............................................ 160,713
Trading Assets ............................................. 197,197
Premises and fixed assets (including capitalized leases).... 6,010
Other real estate owned .................................... 128
Investments in unconsolidated subsidiaries and
associated companies.................................. 828
Customers' liability to this bank on acceptances
outstanding .......................................... 225
Intangible assets
Goodwill............................................ 2,315
Other Intangible assets............................. 4,997
Other assets ............................................... 46,892
TOTAL ASSETS ............................................... $628,662
LIABILITIES
Deposits
In domestic offices ....................................... $190,249
Noninterest-bearing ........................ $74,112
Interest-bearing ......................... 116,137
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................... 136,496
Noninterest-bearing........................ $ 6,355
Interest-bearing ......................... 130,141
Federal funds purchased and securities sold under agree-
ments to repurchase:
Federal funds purchased in domestic offices 4,639
Securities sold under agreements to repurchase 71,995
Trading liabilities ............................................. 128,738
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases).................. 23,496
Bank's liability on acceptances executed and outstanding......... 225
Subordinated notes and debentures ............................... 8,028
Other liabilities ............................................... 26,985
TOTAL LIABILITIES ............................................... 590,851
Minority Interest in consolidated subsidiaries................... 320
EQUITY CAPITAL
Perpetual preferred stock and related surplus.................... 0
Common stock .................................................... 1,785
Surplus (exclude all surplus related to preferred stock)........ 16,318
Retained earnings................................................ 19,590
Accumulated other comprehensive income........................... (202)
Other equity capital components.................................. 0
TOTAL EQUITY CAPITAL ............................................ 37,491
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $628,662
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I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WILLIAM B. HARRISON JR. )
WILLIAM H. GRAY, III )DIRECTORS
HELENE L. KAPLAN )