Exhibit 25
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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
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
L-3 COMMUNICATIONS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-3937436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
AMI INSTRUMENTS, INC.
(Exact name of obligor as specified in its charter)
Oklahoma 73-1122637
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
APCOM, INC.
(Exact name of obligor as specified in its charter)
Maryland 52-1291447
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
BROADCAST SPORTS INC.
(Exact name of obligor as specified in its charter)
Delaware 52-1977327
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
CELERITY SYSTEMS INCORPORATED
(Exact name of obligor as specified in its charter)
California 77-0365380
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
EER SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Virginia 54-1349668
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
ELETRODYNAMICS, INC.
(Exact name of obligor as specified in its charter)
Arizona 36-3140903
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
GOODRICH AEROSPACE COMPONENT OVERHAUL & REPAIR, INC.
(Exact name of obligor as specified in its charter)
Delaware 31-1174777
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
GOODRICH AVIONICS SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Delaware 38-1865601
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
GOODRICH FLIGHTSYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Ohio 31-1287286
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
HENSCHEL, INC.
(Exact name of obligor as specified in its charter)
Delaware 23-2554418
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-3992505
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
INTERSTATE ELECTRONICS CORPORATION
(Exact name of obligor as specified in its charter)
California 95-1912832
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
KDI PRECISION PRODUCTS, INC.
(Exact name of obligor as specified in its charter)
Delaware 31-0740721
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS AIS GP CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-4137187
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS ANALYTICS CORPORATION
(Exact name of obligor as specified in its charter)
California 54-1035921
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS ATLANTIC SCIENCE AND
TECHNOLOGY CORPORATION
(Exact name of obligor as specified in its charter)
New Jersey 22-2547554
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS AYDIN CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 23-1686808
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS ESSCO, INC.
(Exact name of obligor as specified in its charter)
Delaware 04-2281486
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-3992952
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS IMC CORPORATION
(Exact name of obligor as specified in its charter)
Connecticut 06-1284773
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
(Exact name of obligor as specified in its charter)
Delaware 03-0391841
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS INVESTMENTS INC.
(Exact name of obligor as specified in its charter)
Delaware 51-0260723
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS CORPORATION DELAWARE
(Exact name of obligor as specified in its charter)
Delaware 04-3054475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS CORPORATION CALIFORNIA
(Exact name of obligor as specified in its charter)
California 95-2214952
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.
(Exact name of obligor as specified in its charter)
Delaware 23-2869511
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
California 77-0268547
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS TMA CORPORATION
(Exact name of obligor as specified in its charter)
Virginia 54-1221290
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
L-3 COMMUNICATIONS WESTWOOD CORPORATION
(Exact name of obligor as specified in its charter)
Nevada 87-0430944
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MCTI ACQUISITION CORPORATION
(Exact name of obligor as specified in its charter)
Maryland 13-4109777
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
(Exact name of obligor as specified in its charter)
Maryland 59-3500774
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MICRODYNE CORPORATION
(Exact name of obligor as specified in its charter)
Maryland 52-0856493
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MICRODYNE OUTSOURCING INCORPORATED
(Exact name of obligor as specified in its charter)
Maryland 33-0797639
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MPRI, INC.
(Exact name of obligor as specified in its charter)
Delaware 54-1439937
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
PAC ORD, INC.
(Exact name of obligor as specified in its charter)
Delaware 23-2523436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
POWER PARAGON, INC.
(Exact name of obligor as specified in its charter)
Delaware 33-0638510
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SHIP ANALYTICS, INC.
(Exact name of obligor as specified in its charter)
Connecticut 06-0966471
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SHIP ANALYTICS INTERNATIONAL, INC.
(Exact name of obligor as specified in its charter)
Delaware 06-1336772
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SHIP ANALYTICS USA, INC.
(Exact name of obligor as specified in its charter)
Delaware 06-1364417
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SOUTHERN CALIFORNIA MICROWAVE, INC.
(Exact name of obligor as specified in its charter)
California 13-0478540
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SPD ELECTRICAL SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Delaware 23-2457758
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SPD HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware 23-2977238
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SPD SWITCHGEAR, INC.
(Exact name of obligor as specified in its charter)
Delaware 23-2510039
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SYCOLEMAN CORPORATION
(Exact name of obligor as specified in its charter)
Florida 59-2039476
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
TELOS CORPORATION
(Exact name of obligor as specified in its charter)
California 95-2596107
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
TROLL TECHNOLOGY CORPORATION
(Exact name of obligor as specified in its charter)
California 95-4552257
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WESCAM AIR OPS INC.
(Exact name of obligor as specified in its charter)
Delaware 52-230442
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WESCAM AIR OPS LLC
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WESCAM INCORPORATED
(Exact name of obligor as specified in its charter)
Florida 59-3316817
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WESCAM LLC
(Exact name of obligor as specified in its charter)
Delaware 91-2077866
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WESCAM SONOMA INC.
(Exact name of obligor as specified in its charter)
California 95-2942016
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WESCAM HOLDINGS (US) INC.
(Exact name of obligor as specified in its charter)
Delaware 51-0376332
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WOLF COACH, INC.
(Exact name of obligor as specified in its charter)
Massachusetts 04-2482502
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
600 Third Avenue
New York, New York 10016
(Address of principal executive offices) (Zip code)
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6-1/8% Series B Senior Subordinated Notes due 2013
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(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 Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
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. 33-44051.)
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.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank 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 6th day of June, 2003.
THE BANK OF NEW YORK
By: /s/ ROBERT MASSIMILLO
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Name: ROBERT MASSIMILLO
Title: VICE PRESIDENT
Exhibit 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $4,389,492
Interest-bearing balances........................... 3,288,212
Securities:
Held-to-maturity securities......................... 654,763
Available-for-sale securities....................... 17,626,360
Federal funds sold in domestic offices................. 1,759,600
Securities purchased under agreements to
resell.............................................. 911,600
Loans and lease financing receivables:
Loans and leases held for sale...................... 724,074
Loans and leases, net of unearned
income...............32,368,718
LESS: Allowance for loan and
lease losses............826,505
Loans and leases, net of unearned
income and allowance....................31,542,213
Trading Assets......................................... 7,527,662
Premises and fixed assets (including capitalized
leases)............................................. 825,706
Other real estate owned................................ 164
Investments in unconsolidated subsidiaries and
associated companies................................ 260,940
Customers' liability to this bank on acceptances
outstanding......................................... 225,935
Intangible assets......................................
Goodwill............................................ 2,027,675
Other intangible assets............................. 75,330
Other assets........................................... 4,843,295
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Total assets........................................... $76,683,021
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LIABILITIES
Deposits:
In domestic offices................................. $33,212,852
Noninterest-bearing.......................12,997,086
Interest-bearing..........................20,215,766
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 24,210,507
Noninterest-bearing..........................595,520
Interest-bearing..........................23,614,987
Federal funds purchased in domestic
offices.............................................. 375,322
Securities sold under agreements to repurchase......... 246,755
Trading liabilities.................................... 2,335,466
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases)....... 959,997
Bank's liability on acceptances executed and
outstanding......................................... 227,253
Subordinated notes and debentures...................... 2,090,000
Other liabilities...................................... 5,716,796
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Total liabilities...................................... $69,374,948
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Minority interest in consolidated
subsidiaries........................................ 540,772
EQUITY CAPITAL
Perpetual preferred stock and related
surplus............................................. 0
Common stock........................................... 1,135,284
Surplus................................................ 1,056,295
Retained earnings...................................... 4,463,720
Accumulated other comprehensive income................. (112,002)
Other equity capital components........................ 0
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Total equity capital................................... 6,767,301
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Total liabilities minority interest and equity capital. $76,683,021
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.
--
Thomas A. Renyi |
Gerald L. Hassell | Directors
Alan R. Griffith |
--
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