EXHIBIT 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
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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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SUNTRUST BANK
(Exact name of trustee as specified in its charter)
GEORGIA 58-0466330
(Jurisdiction of incorporation or organization (I.R.S. Employer Identification Number)
if not a U.S. national bank)
303 PEACHTREE STREET, NORTHEAST
30TH FLOOR
ATLANTA, GEORGIA 30308
(Address of principal executive offices) (Zip Code)
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PATRICIA WELLING
FIRST VICE PRESIDENT, CORPORATE TRUST DEPARTMENT
SUNTRUST BANK
MAIL CODE HDQ-5310
919 EAST MAIN STREET
RICHMOND, VIRGINIA 23219
(804) 782-5170
(Name, address and telephone number of agent for service)
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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 Identification Number)
incorporation or organization)
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
(Exact name of co-obligors as specified in (State or other jurisdiction of (I.R.S. Employer
their charters) incorporation or organization) Identification Number)
96 SOUTH GEORGE STREET, SUITE 500
YORK, PENNSYLVANIA 17401
(Address of principal executive offices) (Zip Code)
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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 December 31, 2005.
(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 7th day of July,
2006.
SUNTRUST BANK
By: /s/ Patricia Welling
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Patricia Welling
First 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
July 7, 2006 By: /s/ Patricia Welling
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Patricia Welling
First 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 March 31, 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 4,256,262
b. Interest-bearing balances (2) RCFD 0071 30,455
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 24,867,626
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices RCON B987 256,850
b. Securities purchased under agreements to resell (3) RCFD B989 4,516,872
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale RCFD 5369 9,334,538
b. Loans and leases, net of unearned income RCFD B528 118,318,804
c. LESS: Allowance for loan and lease losses RCFD 3123 1,038,012
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) RCFD B529 117,280,792
5. Trading assets (from Schedule RC-D) RCFD 3545 1,997,854
6. Premises and fixed assets (including capitalized leases) RCFD 2145 1,641,633
7. Other real estate owned (from Schedule RC-M) RCFD 2150 64,007
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 6,436,293
b. Other intangible assets (from Schedule RC-M) RCFD 0426 1,011,489
11. Other assets (from Schedule RC-F) RCFD 2160 6,586,880
12. Total assets (sum of items 1 through 11) RCFD 2170 178,281,551
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I) RCON 2200 115,233,834
(1) Noninterest-bearing (4) RCON 6631 10,825,326
(2) Interest-bearing RCON 6636 104,408,508
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule
RC-E, part II) RCFN 2200 8,660,464
(1) Noninterest-bearing RCFN 6631 0
(2) Interest-bearing RCFN 6636 8,660,464
14. Federal funds purchased and securities sold under agreements to repurchase
a. Federal funds purchased in domestic offices (5) RCON B993 4,346,238
b. Securities sold under agreements to repurchase (6) RCFD B995 10,563,185
15. Trading liabilities (from Schedule RC-D) RCFD 3548 1,390,913
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) RCFD 3190 11,581,642
17. NOT APPLICABLE
18. NOT APPLICABLE
19. Subordinated notes and debentures (7) RCFD 3200 3,696,776
20. Other liabilities (from Schedule RC-G) RCFD 2930 3,839,966
21. Total liabilities (sum of items 13 through 20) RCFD 2948 159,313,018
22. Minority interest in consolidated subsidiaries RCFD 3000 475,298
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 11,318,880
26. a. Retained earnings RCFD 3632 6,851,371
b. Accumulated other comprehensive income (8) RCFD B530 301,384
27. Other equity capital components (9) RCFD A130 0
28. Total equity capital (sum of items 23 through 27) RCFD 3210 18,493,235
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28) RCFD 3300 178,281,551
Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that NUMBER
best describes the most comprehensive level of auditing work performed for
the bank by independent external RCFD auditors as of any date during 2004 RCFD 6724 2
1 = Independent audit of the bank 4 = Directors' examination of the bank
conducted in accordance with conducted in accordance with generally
generally accepted auditing accepted auditing standards by a
standards by a certified public certified public accounting firm
accounting firm which submits a (may be required by state chartering
report on the bank authority)
2 = Independent audit of the bank's 5 = Directors' examination of the
parent holding company conducted bank performed by other external
in accordance with generally auditors (may be required by
accepted auditing standards by a state chartering authority)
certified public accounting
firm which submits a report on
the consolidated holding company
(but not on the bank separately)
6 = Review of the bank's financial
statements by external auditors
7 = Compilation of the bank's financial
statements by external auditors
3 = Attestation on bank management's 8 = Other audit procedures (excluding
assertion on the effectiveness of tax preparation work)
the bank's internal control over
financial reporting by a certified
public accounting firm
9 = No external audit work
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(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.)