EXHIBIT 25.2
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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MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
INTERNATIONAL CONTROLS CORP.
(Exact name of obligor as specified in its charter)
Florida 54-0698116
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2016 North Pitcher Street
Kalamazoo, Michigan 49007
(616) 343-6121
(Address of principal executive offices) (Zip Code)
% Senior Subordinated Notes due 2004
(Title of Indenture Securities)
General
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
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
Item 16. LIST OF EXHIBITS.
Exhibit
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T1A(i) * -- Copy of the Organization
Certificate of Marine Midland
Bank.
T1A(ii) * -- Certificate of the State of
New York Banking Department
dated December 31, 1993 as to
the authority of Marine
Midland Bank to commence
business.
T1A(iii) -- Not applicable.
T1A(iv) * -- Copy of the existing By-Laws
of Marine Midland Bank as
adopted on January 20, 1994.
T1A(v) -- Not applicable.
T1A(vi) * -- Consent of Marine Midland Bank
required by Section 321(b) of
the Trust Indenture Act of
1939.
T1A(vii) -- Copy of the latest report of
condition of the trustee
(March 31, 1994), published
pursuant to law or the
requirement of its supervisory
or examining authority.
T1A(viii) -- Not applicable.
T1A(ix) -- Not applicable.
* Exhibits previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized 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 7th day of June , 1994.
MARINE MIDLAND BANK
By:/s/ Peter S. Wolfrath
--------------------------
Peter S. Wolfrath
Assistant Vice President
Exhibit T1A(vii)
REPORT OF CONDITION
Consolidated Report of Condi-
tion of Marine Midland Bank of
Buffalo, New York and Foreign
and Domestic Subsidiaries, a
member of the Federal Reserve
System, at the close of business
on March 31,1994, pub-
lished 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
0
from depositary institu-
tions:
Noninterest-bearing
balances and currency
and coin............................. $654,847
Interest-bearing bal-
ances............................... 1,652,505
Securities:
Held-to-maturity
securities........................... 1,766,401
Available-for-sale
securities........................... 41,769
Federal funds sold and
securities purchased
under agreements to
resell in domestic of-
fices of the bank and of
its Edge and Agree-
ment subsidiaries, and
in IBF's
Federal funds sold............................... 66,000
Securities purchased
under agreements to
resell............................................ 493,541
Loans and lease financing
receivables:
Loans and leases, net
of unearned
income......................... 10,181,278
LESS: Allowance for
loan and lease
losses......................... 342,271
LESS: Allocated
transfer risk
reserve........................ 0
Loans and lease, net of
unearned income, al-
lowance, and reserve.............................. 9,839,007
Assets held in trading ac-
counts............................................ 1,494,020
Premises and fixed assets
(including capitalized
leases)........................................... 186,463
Other real estate owned.............................. 118,747
Investments in unconsoli-
dated subsidiaries and
associated companies.............................. 0
Customers' liability to this
bank on acceptances
outstanding....................................... 17,055
Intangible assets................................... 67,022
Other assets......................................... 437,953
Total assets......................................... 16,835,330
LIABILITIES
Deposits:
In domestic
offices........................................... 12,231,288
Noninterest-
bearing........................ 3,020,414
Interest-
bearing........................ 9,210,874
In foreign offices, Edge
and Agreement Subsid-
iaries, and IBF's................................. 1,143,633
Noninterest-
bearing........................ 0
Interest-
bearing........................ 1,143,633
Federal funds purchased
securities sold un-
der agreements to re-
purchase in domestic
offices of the bank and
of its Edge and Agree-
ment subsidiaries, and
in IBF's
Federal funds purchased........................... 790,500
Securities sold under
agreements to repur-
chase............................................. 199,290
Demand notes issued to
the U.S. Treasury................................. 300,000
Trading Liabilities..................... 88,811
Other borrowed money:
With original maturity
of one year or less.................. 64,734
With original maturity
of more than one year................ 0
Mortgage indebtedness
and obligations under
capitalized leases................................ 41,237
Bank's liability on accep-
tances executed and
outstanding....................................... 18,486
Subordinated notes and
debentures........................................ 225,000
Other liabilities.................................... 368,487
Total
Liabilities....................................... 15,471,466
Limited-Life preferred
stock and related sur-
plus.............................................. 0
EQUITY CAPITAL
Perpetual preferred stock
and related surplus............................... 0
Common Stock......................................... 185,000
Surplus.............................................. 1,182,745
Undivided profits and
capital reserves.................................. (3,881)
LESS: Net unrealized loss
on marketable equity
securities........................................ 0
Cumulative foreign cur-
rency translation ad-
justments......................................... 0
Total equity capital................................. 1,363,864
Total
Liabilities, limited-life
preferred stock and eq-
uity capital..................................... 16,835,330
I, Gerald A. Ronning, Executive Vice
President & Controller of the above-
named bank do hereby declare that
this Report of Condition has been pre-
pared in conformance with the instruc-
tions issued by the Board of Governors
of the Federal Reserve System and is
true to the best of my knowledge and
belief.
GERALD A. RONNING
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 pre-
pared in conformance with the instruc-
tions issued by the Board of Governors
of the Federal Reserve System and is
true and correct.
James H. Cleave
Northrup R. Knox
Aman Mehta