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FORM T-1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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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)
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NEENAH FOUNDRY COMPANY
(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)
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11 1/8% SENIOR SUBORDINATED NOTES
DUE 2007, SERIES F
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(Title of the indenture securities)
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HARTLEY CONTROLS CORPORATION
(Exact name of Obligor as specified in charter)
WISCONSIN 39-0842568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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NEENAH TRANSPORT, INC.
(Exact name of Obligor as specified in charter)
WISCONSIN 39-1378433
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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DEETER FOUNDRY, INC.
(Exact name of Obligor as specified in charter)
NEBRASKA 47-0355148
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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MERCER FORGE CORPORATION
(Exact name of Obligor as specified in charter)
DELAWARE 25-1511711
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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A & M SPECIALTIES, INC.
(Exact name of Obligor as specified in charter)
PENNSYLVANIA 25-1741756
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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ADVANCED CAST PRODUCTS, INC.
(Exact name of Obligor as specified in charter)
DELAWARE 25-1607691
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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BELCHER CORPORATION
(Exact name of Obligor as specified in charter)
DELAWARE 52-1643193
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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PEERLESS CORPORATION
(Exact name of Obligor as specified in charter)
OHIO 52-1644462
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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DALTON CORPORATION
(Exact name of Obligor as specified in charter)
INDIANA 35-0259770
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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DALTON CORPORATION,
WARSAW MANUFACTURING FACILITY
(Exact name of Obligor as specified in charter)
INDIANA 35-2054775
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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DALTON CORPORATION,
ASHLAND MANUFACTURING FACILITY
(Exact name of Obligor as specified in charter)
OHIO 34-1873079
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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DALTON CORPORATION,
KENDALLVILLE MANUFACTURING FACILITY
(Exact name of Obligor as specified in charter)
INDIANA 35-2054777
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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STRYKER MACHINING FACILITY CO.
(Exact name of Obligor as specified in charter)
OHIO 34-1873080
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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NIEMIN PORTER & CO.
(Exact name of Obligor as specified in charter)
CALIFORNIA 33-0071223
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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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 Foundry Company 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.
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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 January 15, 1999, 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.
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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 15th day
of January, 1999.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ John Guiliano
John Guiliano
Vice President
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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
Gerard F. Ganey
Senior Vice President
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EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
September 30, 1998
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 339,287
Short-Term Investments 161,493
Securities, Available for Sale 563,176
Loans 1,954,456
Less: Allowance for Credit Losses 16,860
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Net Loans 1,937,596
Premises and Equipment 58,809
Other Assets 120,308
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TOTAL ASSETS $3,180,669
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LIABILITIES
Deposits:
Non-Interest Bearing $ 646,593
Interest Bearing 1,838,108
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Total Deposits 2,484,701
Short-Term Credit Facilities 375,849
Accounts Payable and Accrued Liabilities 142,513
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TOTAL LIABILITIES $3,003,063
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STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 49,541
Retained Earnings 109,648
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes 3,422
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TOTAL STOCKHOLDER'S EQUITY 177,606
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $3,180,669
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I, Richard E. Brinkmann, Managing Director & 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, Managing Director & Comptroller
November 2, 1998