EXHIBIT 25.1
================================================================================
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) [ ]
----------
THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
95-3571558
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
700 South Flower Street
Suite 500
Los Angeles, California 90017
(Address of principal executive offices) (Zip code)
----------
Altra Industrial Motion, Inc.
(Exact name of obligor as specified in its charter)
Delaware 30-0283143
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
ADDITIONAL REGISTRANTS
STATE OR
OTHER
JURISDICTION
OF
INCORPORATION
EXACT NAME OF REGISTRANT OR I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER ORGANIZATION IDENTIFICATION NO.
--------------------------- ------------- ------------------
American Enterprises MPT Corp. Delaware 52-2005169
American Enterprises MPT Holdings, LLC Delaware 52-2005171
Ameridrives International, LLC Delaware 52-1826102
Boston Gear LLC Delaware 11-3723980
Formsprag LLC Delaware 01-0712538
Inertia Dynamics, LLC Delaware 20-4221420
Kilian Manufacturing Corporation Delaware 06-0933715
Nuttall Gear L L C Delaware 54-1856788
TB Wood's Incorporated Pennsylvania 23-1232420
Plant Engineering Consultants, LLC Tennessee 62-1230818
TB Wood's Corporation Delaware 25-1771145
TB Wood's Enterprises, Inc. Delaware 51-0393505
Warner Electric LLC Delaware 54-1967089
Warner Electric Technology LLC Delaware 54-1967084
Warner Electric International Holding, Inc. Delaware 54-1967086
14 Hayward Street
Quincy, Massachusetts 02171
(Address of principal executive offices) (Zip code)
----------
9% Senior Secured Notes due 2011
(Title of the indenture securities)
================================================================================
-2-
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.
Name Address
---- -------------------------------
Comptroller of the Currency
United States Department of the
Treasury Washington, D.C. 20219
Federal Reserve Bank San Francisco, California 94105
Federal Deposit Insurance
Corporation Washington, D.C. 20429
(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.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the articles of association of The Bank of New York Trust
Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement
No. 333-121948).
2. A copy of certificate of authority of the trustee to commence
business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).
3. A copy of the authorization of the trustee to exercise corporate trust
powers. (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-121948).
4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 333-121948).
-3-
6. The consent of the trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
333-121948).
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-4-
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York
Trust Company, N.A., a 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 Los Angeles, and State of California, on the 1st day of May, 2007.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: /S/ MELONEE YOUNG
------------------------------------
Name: MELONEE YOUNG
Title: VICE PRESIDENT
-5-
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business December 31, 2006, published in accordance with
Federal regulatory authority instructions.
Dollar
Amounts
in
Thousands
----------
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin .......................... 10,020
Interest-bearing balances ......................... 0
Securities:
Held-to-maturity securities ....................... 56
Available-for-sale securities ..................... 64,801
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold ................................ 49,900
Securities purchased under agreements to resell ... 40,000
Loans and lease financing receivables:
Loans and leases held for sale .................... 0
Loans and leases,
net of unearned income ......................... 0
LESS: Allowance for loan and
lease losses ................................... 0
Loans and leases, net of unearned
income and allowance ........................... 0
Trading assets ....................................... 0
Premises and fixed assets (including
capitalized leases) ............................... 5,051
Other real estate owned .............................. 0
Investments in unconsolidated
subsidiaries and associated
companies ......................................... 0
Not applicable Intangible assets:
Goodwill .......................................... 889,415
Other Intangible Assets ........................... 277,086
Other assets ......................................... 113,348
----------
Total assets ......................................... $1,449,677
==========
1
LIABILITIES
Deposits:
In domestic offices ............................... 2,517
Noninterest-bearing ............................... 2,517
Interest-bearing .................................. 0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased ........................... 0
Securities sold under agreements to repurchase .... 0
Trading liabilities .................................. 0
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases) ........................................... 58,000
Not applicable
Not applicable
Subordinated notes and debentures .................... 0
Other liabilities .................................... 127,233
Total liabilities .................................... 187,750
Minority interest in consolidated subsidiaries ....... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........ 0
Common stock ......................................... 1,000
Surplus (exclude all surplus related to preferred
stock) ............................................ 1,121,520
Retained earnings .................................... 139,524
Accumulated other comprehensive income ............... -117
Other equity capital components ...................... 0
Total equity capital ................................. 1,261,927
----------
Total liabilities, minority interest, and equity
capital (sum of items 21, 22, and 28) ............. 1,449,677
==========
I, William J. Winkelmann, Vice President of the above-named bank do hereby
declare that the Reports of Condition and Income (including the supporting
schedules) for this report date have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.
William J. Winkelmann ) Vice President
We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules) for this report date
and declare that it has been examined by us and to the best of our knowledge and
belief has been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and correct.
Michael K. Klugman, President )
Michael F. McFadden, MD ) Directors (Trustees)
Frank P. Sulzberger, Vice President )
2