Conformed Copy
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)
HSBC BANK USA
(Exact name of trustee as specified in its charter)
New York 13-2774727
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
452 Fifth Avenue, New York, NY 10018-2706
(212) 525-5600 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler, Senior Vice President
HSBC Bank USA
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212) 525-1311
(Name, address and telephone number of agent for service)
TEKNI-PLEX, INC.*
(Exact name of obligor as specified in its charter)
Delaware 22-3286312
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
260 North Denton Tap Road
Coppell, Texas 75019
(972) 304-5077 (Zip Code)
(Address of principal executive offices)
12-3/4% Series B Senior Subordinated Notes due 2010
Guaranties of 12-3/4% Series B Senior Subordinated Notes due 2010
(Title of Indenture Securities)
*TABLE OF ADDITIONAL REGISTRANTS
State or Other
Jurisdiction of I.R.S. Employer
Incorporation or Identification
Name, Address and Telephone Number Organization Number
- ---------------------------------- ------------ ------
PureTec Corporation (1) Delaware 22-3376449
Plastic Specialties and Technologies, Inc. (1) Delaware 22-2743384
Plastic Specialties and Technologies Investments, Inc. (1) Delaware 22-2663552
Burlington Resins, Inc. (1) Delaware 22-3334106
Pure Tech APR, Inc. (1) New York 11-3065942
Coast Recycling North, Inc. (1) California 68-0200870
Distributors Recycling, Inc. New Jersey 22-2466975
REI Distributors, Inc. (1) New Jersey 22-2418824
Pure Tech Recycling of California (1) California 77-0356589
Alumet Smelting Corp (1) New Jersey 22-2054447
Tri-Seal Holdings, Inc. (1) Delaware 52-2141575
Natvar Holdings, Inc. (1) Delaware 22-3703725
TPI Acquisition Subsidiary, Inc. (1) Delaware 52-2340472
TP/Elm Acquisition Subsidiary, Inc. (1) Delaware 71-0891561
(1) The address of these additional registrants is: 201 Industrial
Parkway, Somerville, New Jersey 08876. The telephone number of each
is (908) 722-4800.
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) (1) Copy of the Organization Certificate of HSBC Bank USA.
T1A(ii) (1) Certificate of the State of New York Banking Department dated
December 31, 1993 as to the authority of HSBC Bank USA to commence
business as amended effective on March 29, 1999.
T1A(iii) Not applicable.
T1A(iv) (3) Copy of the existing By-Laws of HSBC Bank USA as as amended on
April 11, 2002.
T1A(v) Not applicable.
T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of the Trust
Indenture Act of 1939.
T1A(vii) Copy of the latest report of condition
of the trustee (December 31, 2002),
published pursuant to law or the
requirement of its supervisory or
examining authority.
T1A(viii) Not applicable.
T1A(ix) Not applicable.
(1) Exhibits previously filed with the Securities and Exchange
Commission with registration No. 022-22429 and incorporated herein
by reference thereto.
(2) Exhibit previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.
(3) Exhibit previously filed with the Securities and Exchange Commission
with Registration No. 333-88532 and incorporated herein by reference
thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, 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 28th day of April, 2003.
HSBC BANK USA
By: /s/ Frank J. Godino
---------------------------
Frank J. Godino
Vice President
EXHIBIT T1A (VII)
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2005
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Please refer to page i, Table of Contents,
for the required disclosure of estimated [1]
burden.
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES -- FFIEC 031
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 2002 (19980930)
-----------
(RCRI 9999)
This report is required by law; 12 U.S.C. Section 324 (State This report form is to be filed by banks with branches and
member banks); 12 U.S.C. Section 1817 (State nonmember banks); consolidated subsidiaries in U.S. territories and possessions,
and 12 U.S.C. Section 161 (National banks). Edge or Agreement subsidiaries, foreign branches, consolidated
foreign subsidiaries, or International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an The Reports of Condition and Income are to be prepared in
authorized officer and the Report of Condition must be accordance with Federal regulatory authority instructions.
attested to by not less than two directors (trustees) for
State nonmember banks and three directors for State member and We, the undersigned directors (trustees), attest to the
National Banks. correctness of this Report of Condition (including the
supporting schedules) and declare that it has been examined by
I, Gerald A. Ronning, Executive VP & Controller us and to the best of our knowledge and belief has been
--------------------------------------------- prepared in conformance with the instructions issued by the
Name and Title of Officer Authorized to Sign Report appropriate Federal regulatory authority and is true and correct.
Of the named bank do hereby declare that these Reports of
Condition and Income (including the supporting schedules) have
been prepared in conformance with the instructions issued by
the appropriate Federal regulatory authority and are true to
the best of my knowledge and believe.
/s/ Youssef Nasr
/s/ Gerald A. Ronning ---------------------------------------------------------------
- -------------------------------------------------------------- Director (Trustee)
Signature of Officer Authorized to Sign Report
/s/ Bernard J. Kennedy
---------------------------------------------------------------
Director (Trustee)
/s/ Sal H. Alfieri
2/14/03 ---------------------------------------------------------------
- -------------------------------------------------------------- Director (Trustee)
Date of Signature
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SUBMISSION OF REPORTS
Each Bank must prepare its Reports of Condition and Income For electronic filing assistance, contact EDS Call report
either: Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone
(800) 255-1571.
(a) in electronic form and then file the computer data file
directly with the banking agencies' collection agent, To fulfill the signature and attestation requirement for the
Electronic Data System Corporation (EDS), by modem or Reports of Condition and Income for this report date, attach
computer diskette; or this signature page to the hard-copy for the completed report
that the bank places in its files.
b) in hard-copy (paper) form and arrange for another party
to convert the paper report to automated for. That party
(if other than EDS) must transmit the bank's computer
data file to EDS.
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FDIC Certificate Number | 0 | 0 | 5 | 8 | 9 |
(RCRI 9030)
http://WWW.BANKING.US.HSBC.COM HSBC Bank USA
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Primary Internet Web Address of Bank (Home Page), if any Legal Title of Bank (TEXT 9010)
(TEXT 4087) (Example: www.examplebank.com)
Buffalo
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City (TEXT 9130)
N.Y. 14203
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State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA of Buffalo
- ------------------------------------------------------------------------
Name of Bank City
in the state of New York, at the close of business December 31, 2002
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin $ 2,079,940
b. Interest-bearing balances 707,840
Held-to-maturity securities 4,372,512
Available-for-sale securities 13,701,218
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices 600,000
b. Securities purchased under agreements to resell 2,142,943
Loans and lease financing receivables:
Loans and leases held for sale $ 2,490,206
Loans and leases net of unearned income $ 41,038,074
------------
LESS: Allowance for loan and lease losses 491,801
Loans and lease, net of unearned income, allowance, and reserve $40,546,273
Trading assets 13,243,465
Premises and fixed assets 723,647
Other real estate owned 14,823
Investments in unconsolidated subsidiaries 245,614
Customers' liability to this bank on acceptances outstanding 98,526
Intangible assets: Goodwill 2,224,573
Intangible assets: Other intangible assets 404,242
Other assets 2,819,947
Total assets 86,415,769
LIABILITIES
Deposits:
In domestic offices 40,034,925
Non-interest-bearing 5,682,618
Interest-bearing 34,352,307
In foreign offices 20,129,661
Non-interest-bearing 397,743
Interest-bearing 19,731,918
Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices 656,181
b. Securities sold under agreements to repurchase 552,583
Trading Liabilities 7,696,329
Other borrowed money 5,361,189
Bank's liability on acceptances 98,526
Thousands
of dollars
Subordinated notes and debentures 1,549,034
Other liabilities 3,048,561
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Total liabilities 79,126,989
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Minority Interests in consolidated Subsidiaries 173
EQUITY CAPITAL
Perpetual preferred stock and related surplus --
Common Stock 205,000
Surplus 6,454,612
Retained earnings 384,408
Accumulated other comprehensive income 244,587
Other equity capital components --
Total equity capital 7,288,607
Total liabilities, minority interests and equity capital 86,415,769