CONFORMED COPY
Exhibit 25.1
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
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
HSBC BANK USA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
New York 20-1177241
(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, SVP
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)
PHIBRO ANIMAL HEALTH CORPORATION.
PHILLIP BROTHERS NETHERLANDS III B.V.
(Exact name of obligor as specified in its charter)
New York 13-1840497
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Parker Plaza
Fort Lee, New Jersey 07024
(Address of principal executive offices) (Zip Code)
PHILIPP BROTHERS NETHERLANDS III B.V.
The Netherlands Not Applicable
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Rokin 55
1012 KK Amsterdam
The Netherlands
(201) 944 -6020 Not Applicable
(Address of principal executive offices) (Zip Code)
13% Senior secured Units due 2007
(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.
Comptroller of the Currency, New York, NY.
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 3-15. Not Applicable
Item 16. List of Exhibits
Exhibit
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T1A(i) (1) Copy of the Articles of Association of HSBC Bank USA,
National Association.
T1A(ii) (1) Certificate of the Comptroller of the Currency dated
July 1, 2004 as to the authority of HSBC Bank USA,
National Association to commence business.
T1A(iii) Certificate of Fiduciary Powers dated August 18, 2004
for HSBC Bank USA, National Association
T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA,
National Association.
T1A(v) Not applicable.
T1A(vi) Consent of HSBC Bank USA, National
(2) Association required by Section 321(b) of the Trust
Indenture Act of 1939.
T1A(vii) Copy of the latest report of condition of the trustee
(September 30, 2004), 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. 333-118523 and incorporated herein by reference
thereto.
(2) Exhibits previously filed with the Securities and Exchange Commission
with Registration No. 333-113911 and incorporated herein by reference
thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, 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 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 13th day of January, 2005.
HSBC BANK USA, NATIONAL
ASSOCIATION
By: /s/ Herawattee Alli
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Herawattee Alli
Assistant 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, 2007
Please refer to page i, Table of 1
Contents, for the required
disclosure of estimated burden.
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES -- FFIEC 031
REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 2004 (20040630)
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(RCRI 9999)
This report is required by law; 12 This report form is to be filed by
U.S.C. Section 324 (State member banks); banks with branches and
12 U.S.C. Section 1817 (State nonmember consolidated subsidiaries in U.S.
banks); and 12 U.S.C. Section 161 territories and possessions, Edge
(National banks). or Agreement subsidiaries, foreign
branches, consolidated foreign
subsidiaries, or International
Banking Facilities.
NOTE: The Reports of Condition and The Reports of Condition and
Income must be signed by an authorized Income are to be prepared in
officer and the Report of Condition must accordance with Federal regulatory
be attested to by not less than two authority instructions.
directors (trustees) for State nonmember
banks and three directors for State We, the undersigned directors
member and National Banks. (trustees), attest to the
correctness of this Report of
Condition (including the
I, Joseph R. Simpson, Controller supporting schedules) and declare
------------------------------ that it has been examined by us
Name and Title of Officer Authorized and to the best of our knowledge
to Sign Report and belief has been prepared in
conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true
and correct.
Of the named bank do hereby declare that
these Reports of Condition and Income /s/ Sal H. Alfieri
(including the supporting schedules) ---------------------------------
have been prepared in conformance with Director (Trustee)
the instructions issued by the
appropriate Federal regulatory authority /s/ Bernard J. Kennedy
and are true to the best of my knowledge ---------------------------------
and believe. Director (Trustee)
/s/ Joseph R. Simpson /s/ Martin Glynn
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Signature of Officer Authorized Director (Trustee)
to Sign Report
11/9/04
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Date of Signature
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SUBMISSION OF REPORTS
Each Bank must prepare its Reports of For electronic filing assistance,
Condition and Income either: contact EDS Call report Services,
2150 N. Prospect Ave.,Milwaukee, WI
53202, telephone (800) 255-1571.
(a) in electronic form and then file To fulfill the signature and
the computer data file directly attestation requirement for the
with the banking agencies' Reports of Condition and Income
collection agent, Electronic Data for this report date, attach this
System Corporation (EDS), by modem signature page to the hard-copy f
or computer diskette; or 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.
FDIC Certificate Number 5 7 8 9 0
(RCRI 9030)
http://WWW.BANKING.US.HSBC.COM HSBC Bank USA, NATIONAL ASSOCIATION
Legal Title of Bank (TEXT 9010)
Primary Internet Web Address of Bank
(Home Page), if any (TEXT 4087) Wilmington
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(Example: www.examplebank.com) City (TEXT 9130)
DE 19801
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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, National Association of Buffalo
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Name of Bank City
in the state of New York, at the close of business September 30, 2004
Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin $ 3,454,959
b. Interest-bearing balances 2,076,244
Held-to-maturity securities 3,741,506
Available-for-sale securities 14,349,537
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices 1,150,000
b. Securities purchased under agreements to resell 5,038,148
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Loans and lease financing receivables:
Loans and leases held for sale $ 1,320,163
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Loans and leases net of unearned income $65,438,311
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LESS: Allowance for loan and lease losses 339,332
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Loans and lease, net of unearned income, allowance, and reserve $ 65,098,979
Trading assets 15,031,627
Premises and fixed assets 602,577
Other real estate owned 11,347
Investments in unconsolidated subsidiaries 270,750
Customers' liability to this bank on acceptances outstanding 86,959
Intangible assets: Goodwill 2,094,740
Intangible assets: Other intangible assets 378,843
Other assets 3,748,120
Total assets 118,454,499
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LIABILITIES
Deposits:
In domestic offices 52,730,085
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Non-interest-bearing 7,637,394
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Interest-bearing 45,092,691
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In foreign offices 23,319,518
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Non-interest-bearing 340,118
Interest-bearing 22,979,400
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Federal funds purchased and securities sold under
agreements to repurchase:
a. Federal funds purchased in domestic offices 267,105
b. Securities sold under agreements to repurchase 1,292,039
Trading Liabilities 10,368,929
Other borrowed money 15,443,222
Bank's liability on acceptances 86,959
Subordinated notes and debentures 2,542,854
Other liabilities 3,260,926
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Total liabilities 109,311,637
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Minority Interests in consolidated Subsidiaries 331
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EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common Stock 2,000
Surplus 7,622,743
Retained earnings 1,560,994
Accumulated other comprehensive income -43,206
Other equity capital components 0
Total equity capital 9,142,531
Total liabilities, minority interests and equity capital 118,454,499
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