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EXHIBIT 25.2
FORM T-1
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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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UNITED STATES TRUST COMPANY OF NEW YORK
114 W. 47th Street
New York, NY 10036-1532
Telephone Number (212) 852-1000
(Name, address and telephone number of agent for service)
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Hedstrom Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 51-0329830
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
585 Slawin Court
Mount Prospect, IL 60056
(Address of principal executive offices) (Zip Code)
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12% Senior Discount Notes due 2009
(Title of the indenture securities)
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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:
Hedstrom Holdings, 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 September 22, 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 22nd day
of September, 1997.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ MARGARET CIESMELEWSKI
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Margaret Ciesmelewski
Assistant 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
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By: S/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
JUNE 30, 1997
(IN THOUSANDS)
ASSETS
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Cash and Due from Banks $ 83,529
Short-Term Investments 259,746
Securities, Available for Sale 924,165
Loans 1,437,342
Less: Allowance for Credit Losses 13,779
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Net Loans 1,423,563
Premises and Equipment 61,515
Other Assets 122,696
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TOTAL ASSETS $ 2,875,214
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LIABILITIES
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Deposits:
Non-Interest Bearing $ 763,075
Interest Bearing 1,409,017
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Total Deposits 2,172,092
Short-Term Credit Facilities 404,212
Accounts Payable and Accrued Liabilities 132,213
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TOTAL LIABILITIES $ 2,708,517
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STOCKHOLDER'S EQUITY
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Common Stock 14,995
Capital Surplus 49,541
Retained Earnings 100,930
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes 1,231
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TOTAL STOCKHOLDER'S EQUITY 166,697
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 2,875,214
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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
August 7, 1997
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EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF JUNE 30, 1997
DOLLAR AMOUNTS
IN THOUSANDS
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ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin .................... $ 41,319
Interest-bearing balances ............................................. $ 314,579
Securities: Held-to-maturity securities ................................. $ 180,111
Available-for-sale securities ............................... $ 47,600
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries
and in IBFs:
Federal Funds sold and Securities purchased under
agreements to resell .................................................. $ 694,859
Loans and lease financing receivables:
Loans and leases, net of unearned income ................ $1,955,686
LESS: Allowance for loan and lease losses ............... $ 62,876
LESS: Allocated transfer risk reserve ................... $ -0-
Loans and leases, net of unearned income, allowance,
and reserve ........................................................... $1,892,810
Trading assets held in trading accounts .................................. $ 603
Premises and fixed assets (including capitalized leases) ................. $ 3,709
Other real estate owned .................................................. $ 202
Investments in unconsolidated subsidiaries and
associated companies ..................................................... $ -0-
Customers' liability to this bank on acceptances outstanding $ 81
Intangible assets ........................................................ $ -0-
Other assets ............................................................. $ 67,092
TOTAL ASSETS ............................................................. $3,242,965
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LIABILITIES
Deposits:
In domestic offices ............................................................................ $ 1,694,675
Noninterest-bearing ........................................................ $ 263,641
Interest-bearing ........................................................... $ 1,431,034
In foreign offices, Edge and Agreement subsidiaries, and IBFs .................................. $ 1,121,075
Noninterest-bearing ........................................................ $ 17,535
Interest-bearing ........................................................... $ 1,103,540
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFS:
Federal Funds purchased and Securities sold under agreements to repurchase ................... $ 25,000
Demand notes issued to the U.S. Treasury ....................................................... $ 60,000
Trading Liabilities ............................................................................ $ 140
Other borrowed money:
a) With a remaining maturity of one year or less ............................................. $ 38,369
b) With a remaining maturity of more than one year ........................................... $ 1,763
c) With a remaining maturity of more than three years ........................................ $ 2,242
Bank's liability on acceptances executed and outstanding ....................................... $ 81
Subordinated notes and debentures .............................................................. $ -0-
Other liabilities .............................................................................. $ 69,908
TOTAL LIABILITIES .............................................................................. $ 3,013,253
Limited-life preferred stock and related surplus ............................................... $ -0-
EQUITY CAPITAL
Perpetual preferred stock and related surplus .................................................. $ -0-
Common stock ................................................................................... $ 29,649
Surplus (exclude all surplus related to preferred stock) ....................................... $ 217,008
Undivided profits and capital reserves ......................................................... $ (17,000)
Net unrealized gains (losses) on available-for-sale securities ................................. $ 55
Cumulative foreign currency translation adjustments ............................................ $ -0-
TOTAL EQUITY CAPITAL ........................................................................... $ 229,712
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................................... $ 3,242,965