Exhibit 25.1
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)
IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
AKI, INC.
(Exact names of obligors as specified in its charter)
Delaware 13-3785856
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1815 East Main Street
Chattanooga, TN 37404
(Address of principal executive offices) (Zip code)
10 1/2% Senior Notes Due 2008
(Title of indenture securities)
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.
New York State Banking Department, Two
Rector Street, New York, New York
Federal Deposit Insurance Corporation,
Washington, D.C.
Federal Reserve Bank of New York Second
District, 33 Liberty Street, New York,
New York
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations with the Obligors.
If the obligors are an affiliate of the trustee,
describe each such affiliation.
The obligors are not an affiliate of the trustee.
Item 13. Defaults by the Obligors.
(a) State whether there is or has been a default with
respect to the securities under this indenture.
Explain the nature of any such default.
None
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities,
of the obligors are outstanding, or is trustee for
more than one outstanding series of securities under
the indenture, state whether there has been a default
under any such indenture or series, identify the
indenture or series affected, and explain the nature
of any such default.
None
List of exhibits.
List below all exhibits filed as part of this
statement of eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust
Company as amended to date. (See Exhibit 1A to Form
T-1, Securities and Exchange Commission File No.
22-18460).
*2. A copy of the Certificate of Authority of the
trustee to Commence Business (Included in Exhibit 1
above).
*3. A copy of the Authorization of the trustee to
exercise corporate trust powers, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange
Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the trustee, as
amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission File No.
22-19146).
5. Not Applicable
6. The consent of United States institutional trustee
required by Section 321(b) of the Act.
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.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.
NOTE
In answering any item in this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligors and its directors or officers,
the trustee has relied upon information furnished to it by the obligors.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of
all facts on which to base responsive answers to Item 2, the answer to said
Item is based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an amendment
to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and
16 of this form since to the best knowledge of the trustee as indicated in Item
13, the obligors are not in default under any indenture under which the
applicant is trustee.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, IBJ Schroder Bank & Trust Company, a corporation organized
and existing under the laws of the State of New York, has duly caused this
statement of eligibility & qualification 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 28th day of July, 1998.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/Stephen J. Giurlando
----------------------------
Stephen J. Giurlando
Assistant Vice President
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the issue by AKI, Inc.,
of its 10 1/2% Senior Notes due 2008, we hereby consent that reports of
examinations by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/Stephen J. Giurlando
---------------------------------
Stephen J. Giurlando
Assistant Vice President
Dated: July 28, 1998
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 MARCH 31, 1998
DOLLAR AMOUNTS
IN THOUSANDS
ASSETS
1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin ......$ 29,353
b. Interest-bearing balances...................................$ 15,329
2. Securities:
a. Held-to-maturity securities.................................$ 186,942
b. Available-for-sale securities...............................$ 102,403
3. 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........................................................$ 176,231
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income....................$1,673,749
b. LESS: Allowance for loan and lease losses...................$ 63,611
c. LESS: Allocated transfer risk reserve.......................$ -0-
d. Loans and leases, net of unearned income, allowance, and
reserve.....................................................$1,610,138
5. Trading assets held in trading accounts.........................$ 584
6. Premises and fixed assets (including capitalized leases)........$ 2,575
7. Other real estate owned.........................................$ 819
8. Investments in unconsolidated subsidiaries and associated
companies....................................................$ -0-
9. Customers' liability to this bank on acceptances outstanding....$ 503
10. Intangible assets...........................................$ -0-
11. Other assets................................................$ 61,923
12. TOTAL ASSETS................................................$2,186,800
LIABILITIES
13. Deposits:
a. In domestic offices.........................................$ 659,051
(1) Noninterest-bearing ...................................$ 288,134
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . $ 370,917
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs........................................................$1,141,113
(1) Noninterest-bearing . . . . . . . . . . . . . . . . . . . . $ 19,428
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . $1,121,685
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased and Securities sold under agreements
to repurchase...............................................$ -0-
15. a. Demand notes issued to the U.S. Treasury.................$ 5,000
b. Trading Liabilities......................................$ 344
16. Other borrowed money:
a. With a remaining maturity of one year or less...............$ 61,953
b. With a remaining maturity of more than one year.............$ 1,763
c. With a remaining maturity of more than three years..........$ 2,242
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding....$ 503
19. Subordinated notes and debentures...........................$ -0-
20. Other liabilities...........................................$ 70,344
21. TOTAL LIABILITIES...........................................$1,942,313
22. Limited-life preferred stock and related surplus............$ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...............$ -0-
24. Common stock................................................$ 29,649
25. Surplus (exclude all surplus related to preferred stock)....$ 217,008
26. a. Undivided profits and capital reserves...................$ (2,291)
b. Net unrealized gains (losses) on available-for-sale
securities...........................................$ 121
27. Cumulative foreign currency translation adjustments.........$ -0-
28. TOTAL EQUITY CAPITAL........................................$ 244,487
29. TOTAL LIABILITIES AND EQUITY CAPITAL........................$2,186,800