1
EXHIBIT 25.1
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) _______
--------------------------
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I. R. S. Employer
if not a U. S. national bank) Identification No.)
114 West 47th Street 10036
New York, New York (Zip Code)
(Address of principal
executive offices)
--------------------------
Teekay Shipping Corporation
(Exact name of obligor as specified in its charter)
Republic of Liberia Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
--------------------------
2
- 2 -
VSSI Oceans Inc.
(Exact name of guarantor as specified in its charter)
Republic of Liberia Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
--------------------------
VSSI Atlantic Inc.
(Exact name of guarantor as specified in its charter)
Republic of Liberia Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
--------------------------
Senang Spirit Inc.
(Exact name of guarantor as specified in its charter)
Commonwealth of the Bahamas Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
-------------------------
3
- 3 -
VSSI Appian Inc.
(Exact name of guarantor as specified in its charter)
Republic of Liberia Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
--------------------------
Exuma Spirit Inc.
(Exact name of guarantor as specified in its charter)
Commonwealth of the Bahamas Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
--------------------------
Nassau Spirit Inc.
(Exact name of guarantor as specified in its charter)
Commonwealth of the Bahamas Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
--------------------------
4
- 4 -
Andros Spirit Inc.
(Exact name of guarantor as specified in its charter)
Commonwealth of the Bahamas Not Applicable
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Tradewinds Building, Sixth Floor
Bay Street, P.O. Box SS-6293 (Zip code)
Nassau, The Bahamas
(Address of principal executive offices)
--------------------------
___% First Preferred Ship Mortgage Notes due 2008
(Title of the indenture securities)
================================================================================
5
- 5 -
GENERAL
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System).
Federal Deposit Insurance Corporation, Washington, D. C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3,4,5,6,7,8,9,10,11,12,13,14 and 15.
Teekay Shipping Corporation is currently not in default under any of its
outstanding securities for which United States Trust Company of New York
is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11,
12, 13, 14 and 15 of Form T-1 are not required under General Instruction
B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
6
- 5 -
GENERAL
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System).
Federal Deposit Insurance Corporation, Washington, D. C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3,4,5,6,7,8,9,10,11,12,13,14 and 15.
Teekay Shipping Corporation is currently not in default under any of its
outstanding securities for which United States Trust Company of New York
is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11,
12, 13, 14 and 15 of Form T-1 are not required under General Instruction
B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
7
- 6 -
16. List of Exhibits
(cont'd)
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of December 15, 1995, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U. S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility, as to matters
peculiarly within the knowledge of the obligor or its directors, the
trustee has relied upon information furnished to it by the obligor and
will rely on information to be furnished by the obligor and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
---------------------
8
- 7 -
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company of New York, 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 18th day of December, 1995.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By:
------------------------------------
9
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) _______
--------------------------
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I. R. S. Employer
if not a U. S. national bank) Identification No.)
114 West 47th Street 10036
New York, New York (Zip Code)
(Address of principal
executive offices)
--------------------------
Lernout & Hauspie Speech Products N.V.
(Exact name of obligor as specified in its charter)
Belgium N/A
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Sint-Krispijnstraat 7
8900 Ieper (Zip code)
Belgium
(Address of principal executive offices)
--------------------------
8% Convertible Subordinated Notes due 2001
(Title of the indenture securities)
================================================================================
10
- 2 -
GENERAL
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System).
Federal Deposit Insurance Corporation, Washington, D. C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3,4,5,6,7,8,9,10,11,12,13,14 and 15.
Lernout & Hauspie Speech Products N.V. is currently not in default under
any of its outstanding securities for which United States Trust Company of
New York is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9,
10, 11, 12, 13, 14 and 15 of Form T-1 are not required under General
Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
11
- 3 -
16. List of Exhibits
(cont'd)
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of June 3, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U. S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility, as to matters
peculiarly within the knowledge of the obligor or its directors, the
trustee has relied upon information furnished to it by the obligor and
will rely on information to be furnished by the obligor and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
---------------------
12
- 4 -
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company of New York, 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 3rd day of June, 1997.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By:
--------------------------------------
/S/Gerard F. Ganey
Senior Vice President
13
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
---------------------------
/S/Gerard F. Ganey
Senior Vice President
14
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
DECEMBER 31, 1996
(IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 75,754
Short-Term Investments 276,399
Securities, Available for Sale 925,886
Loans 1,638,516
Less: Allowance for Credit Losses 13,168
----------
Net Loans 1,625,348
Premises and Equipment 61,278
Other Assets 120,903
----------
Total Assets $3,085,568
==========
LIABILITIES
Deposits:
Non-Interest Bearing $ 645,424
Interest Bearing 1,694,581
----------
Total Deposits 2,340,005
Short-Term Credit Facilities 449,183
Accounts Payable and Accrued Liabilities 139,261
----------
Total Liabilities $2,928,449
==========
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 42,394
Retained Earnings 98,926
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes 804
----------
Total Stockholder's Equity 157,119
----------
Total Liabilities and
Stockholder's Equity $3,085,568
==========
I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
April 9, 1997
15
- 4 -
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company of New York, 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 3rd day of June, 1997.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By:
------------------------------------
Gerard F. Ganey
Senior Vice President
16
FORM T-1
===============================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
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) _______
------------------
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
------------------
Neenah Corporation
(Exact name of obligor as specified in its charter)
Wisconsin 39-1580331
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
17
- 2 -
Neenah Foundry Company
(Exact name of guarantor as specified in its charter)
Wisconsin 39-0496210
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
Hartley Controls Corporation
(Exact name of guarantor as specified in its charter)
Wisconsin 39-0842568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
Neenah Transport, Inc.
(Exact name of guarantor as specified in its charter)
Wisconsin 39-1378433
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
Neenah Corporation's 11 1/8% Senior Subordinated Notes due 2007, Series B
(Title of the indenture securities)
=====================================================
18
- 3 -
GENERAL
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation
and Neenah Transport, Inc. currently is not in default under any of its
outstanding securities for which United States Trust Company of New York
is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11,
12, 13, 14 and 15 of Form T-1 are not required under General Instruction
B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
19
- 4 -
16. List of Exhibits
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of June 24, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
------------------
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, 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 24th day
of June, 1997.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By:
-------------------------------
20
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
------------------------------
/S/Gerard F. Ganey
Senior Vice President
21
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
MARCH 31, 1997
(IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 59,856
Short-Term Investments 213,333
Securities, Available for Sale 968,413
Loans 1,370,272
Less: Allowance for Credit Losses 13,614
-----------
Net Loans 1,356,658
Premises and Equipment 61,183
Other Assets 125,938
-----------
Total Assets $ 2,785,381
===========
LIABILITIES
Deposits:
Non-Interest Bearing $ 480,539
Interest Bearing 1,738,130
-----------
Total Deposits 2,218,669
Short-Term Credit Facilities 271,567
Accounts Payable and Accrued Liabilities 131,642
-----------
Total Liabilities $ 2,621,878
===========
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 42,541
Retained Earnings 101,577
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes (2,610)
-----------
Total Stockholder's Equity 163,503
-----------
Total Liabilities and
Stockholder's Equity $ 2,785,381
===========
I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
June 22, 1997
22
FORM T-1
===============================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
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) _______
------------------
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
------------------
Neenah Corporation
(Exact name of obligor as specified in its charter)
Wisconsin 39-1580331
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
23
- 2 -
Neenah Foundry Company
(Exact name of guarantor as specified in its charter)
Wisconsin 39-0496210
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
Hartley Controls Corporation
(Exact name of guarantor as specified in its charter)
Wisconsin 39-0842568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
Neenah Transport, Inc.
(Exact name of guarantor as specified in its charter)
Wisconsin 39-1378433
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
(Address of principal executive offices) (Zip Code)
------------------
Neenah Corporation's 11 1/8% Senior Subordinated Notes due 2007, Series B
(Title of the indenture securities)
=====================================================
24
- 3 -
GENERAL
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation
and Neenah Transport, Inc. currently is not in default under any of its
outstanding securities for which United States Trust Company of New York
is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11,
12, 13, 14 and 15 of Form T-1 are not required under General Instruction
B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
25
- 4 -
16. List of Exhibits
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of June 24, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
------------------
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, 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 24th day
of June, 1997.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By:
-------------------------------
26
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
------------------------------
/S/Gerard F. Ganey
Senior Vice President
27
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
MARCH 31, 1997
(IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 59,856
Short-Term Investments 213,333
Securities, Available for Sale 968,413
Loans 1,370,272
Less: Allowance for Credit Losses 13,614
-----------
Net Loans 1,356,658
Premises and Equipment 61,183
Other Assets 125,938
-----------
Total Assets $ 2,785,381
===========
LIABILITIES
Deposits:
Non-Interest Bearing $ 480,539
Interest Bearing 1,738,130
-----------
Total Deposits 2,218,669
Short-Term Credit Facilities 271,567
Accounts Payable and Accrued Liabilities 131,642
-----------
Total Liabilities $ 2,621,878
===========
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 42,541
Retained Earnings 101,577
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes (2,610)
-----------
Total Stockholder's Equity 163,503
-----------
Total Liabilities and
Stockholder's Equity $ 2,785,381
===========
I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
June 22, 1997