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EXHIBIT 25
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)
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BANK ONE, NA
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 31-4148768
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE, N A
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0181
ATTN: MARLA S. ROTH, ASSISTANT VICE PRESIDENT (312) 407-3270
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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BRIGGS & STRATTON CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
WISCONSIN 39-0182330
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222-2110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
8.875% SENIOR NOTES DUE MARCH 15, 2011
(TITLE OF INDENTURE SECURITIES)
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ITEM 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.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C.;
Federal Reserve Bank of Cleveland, Cleveland, Ohio.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
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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.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One, N.A., 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 Chicago and State of Illinois, on the 2nd day of July, 2001
BANK ONE, NA,
TRUSTEE
BY: /S/MARLA S. ROTH
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MARLA S. ROTH
ASSISTANT VICE PRESIDENT
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 16 of the Form T-1 of Bank
One, NA, filed in connection with Form S-3 relating to
Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003,
Securities Exchange Commission File No. 33-50709.
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
July 2, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture and supplemental indenture
between Briggs & Stratton Corporation, and Bank One, NA, as Trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
BANK ONE, NA
BY: /S/ MARLA S. ROTH
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MARLA S. ROTH
ASSISTANT VICE PRESIDENT
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EXHIBIT 7
Legal Title of Bank: Bank One, NA Call Date: 03/31/01 State #: 391581 FFIEC 041
Address: 100 Broad Street, OH1-1066 Vendor ID: D Cert #: 06559 Page RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400037
Transmitted to EDS on 04/30/01
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2001
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C400
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
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a. Noninterest-bearing balances and currency and coin(1) ...... 0081 1,516,339 1.a
b. Interest-bearing balances(2) ............................... 0071 8,181 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) .. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 4,946,430 2.b
3. Federal funds sold and securities purchased under agreements to
resell ........................................................ 1350 704,697 3.
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale ............................. 5369 647,579 4.a
b. Loans and leases, net of unearned income ................... B528 28,261,029 4.b
c. LESS: Allocated loan and lease losses ...................... 3123 457,033 4.c
d. Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c) ....................................... B529 27,803,996 4.d
5. Trading assets (from Schedule RD-D) ........................... 3545 46,298 5.
6. Premises and fixed assets (including capitalized leases) ...... 2145 325,094 6.
7. Other real estate owned (from Schedule RC-M) .................. 2150 27,702 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) ................................ 2130 510,307 8.
9. Customers' liability to this bank on acceptances outstanding .. 2155 0 9.
10. Intangible assets
a. Goodwill ...................................................... 3163 58,658 10.a.
b. Other intangible assets (from Schedule RC-M) .................. 0426 12,023 10.b.
11. Other assets (from Schedule RC-F) ............................. 2160 2,160,830 11.
12. Total assets (sum of items 1 through 11) ...................... 2170 38,768,134 12.
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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.
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Legal Title of Bank: Bank One, NA Call Date: 03/31/01 State #: 391581 FFIEC 041
Address: 100 East Broad Street Vendor ID: D Cert# 06559 PageRC-2
City, State Zip: Columbus, OH 43271 Transit #: 04400037
Transmitted to EDS on 04/30/01
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN THOUSANDS
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
from Schedule RC-E, part 1) ............................................. 2200 14,675,282 13.a
RCON
(1) Noninterest-bearing(1) .............................................. 6631 4,258,278 13.a1
(2) Interest-bearing .................................................... 6636 10,417,004 13.a2
b. Not applicable
14. Federal funds purchased and securities sold under agreements
to repurchase: ............................................................. 2800 5,167,776 14.
15. Trading Liabilities(from Schedule RC-D) .................................... 3548 58,042 15.
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases) (from Schedule RC-M): ............................ 3190 13,285,664 16.
17. Not applicable
18. Bank's liability on acceptance executed and outstanding .................... 2920 0 18.
19. Subordinated notes and debentures .......................................... 3200 1,460,000 19.
20. Other liabilities (from Schedule RC-G) ..................................... 2930 1,135,468 20.
21. Total liabilities (sum of items 13 through 20) ............................. 2948 35,782,232 21.
22. Minority interest in consolidated subsidiaries ............................. 3000 300,239 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .............................. 3838 0 23.
24. Common stock ............................................................... 3230 127,044 24.
25. Surplus (exclude all surplus related to preferred stock) ................... 3839 1,844,558 25.
26. a. Retained earnings 3632 723,389 26.a
b. Accumulated other comprehensive income (3) .............................. B530 (9,328) 26.b
27. Other equity capital components (4) A130 0 27.
28. Total equity capital (sum of items 23 through 27) .......................... 3210 2,685,663 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) ...................................... 3300 38,768,134 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during Number
2000 .............................................................................. RCON 6724 ...... N/A 2 M.1.
1 = Independent audit of the bank conducted in accordance with 4 = Directors' examination of the bank conducted in accordance
generally accepted auditing standards by a certified public with generally accepted auditing standards by a certified
accounting firm which submits a report on the bank public accounting firm (may be required by state chartering
authority)
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing 5 = Directors' examination of the bank performed by other
standards by a certified public accounting firm which (but external auditors (may be required by state chartering
not on the bank separately) authority)
3 = Attestation on bank management's assertion on the auditors 6 = Review of bank's financial statements by external auditors
effectiveness of the bank's internal control over financial
reporting by a certified public accounting firm 7 = Compilation of the bank's financial statements by external
auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and
Minimum pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan
shares.