-1-
Exhibit 25.1
- --------------------------------------------------------------------------------
UNITED STATES
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)
---------------------------------------
DEUTSCHE BANK TRUST COMPANY AMERICAS
(FORMERLY BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
60 WALL STREET
NEW YORK, NEW YORK 10005
(Address of principal (Zip Code)
executive offices)
DEUTSCHE BANK TRUST COMPANY AMERICAS
ATTENTION: WILL CHRISTOPHER
LEGAL DEPARTMENT
1301 6TH AVENUE, 8TH FLOOR
NEW YORK, NEW YORK 10019
(212) 469-0378
(Name, address and telephone number of agent for service)
--------------------------------------------------
COLEMAN CABLE, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 36-4410887
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1530 SHIELDS DRIVE
WAUKEGAN, ILLINOIS 60085
(Address of principal executive offices) (Zip Code)
COLEMAN CABLE, INC. 9 7/8% SENIOR EXCHANGE NOTES DUE 2012
(Title of the Indenture Securities)
- --------------------------------------------------------------------------------
-2-
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.
NAME ADDRESS
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 6, 1998, Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated September 25, 1998, Certificate
of Amendment of the Organization Certificate of
Bankers Trust Company dated December 16, 1998, and
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated February
22, 2002 - Incorporated herein by reference to
Exhibit 1 filed with Form T-1 Statement,
Registration No. 333-119120.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as
amended on April 15, 2002. . Incorporated herein by
reference to Exhibit 4 filed with Form T-1
Statement, Registration No 333-119120
-2-
-3-
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act, a copy of which is attached.
EXHIBIT 7 - The latest report of condition of Deutsche Bank
Trust Company Americas dated as of December 31,
2004, a copy of which is attached.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-3-
-4-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Deutsche Bank Trust Company Americas, 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 this 19th day
of April 2005.
Deutsche Bank Trust Company Americas
By: /s/ George Kubin
----------------------
George Kubin
Vice President
-4-
-5-
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issue by Coleman Cable, Inc., we hereby
consent that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
April 19, 2005
Deutsche Bank Trust Company Americas
By: /s/ George Kubin
George Kubin
Vice President
-6-
EXHIBIT 7
DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031
Legal Title of Bank RC-1
NEW YORK
- ------------------------------------
City
NY 10019
- ------------------------------------
State Zip Code
FDIC Certificate Number - 00623
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR DECEMBER 31, 2004
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
Dollar Amounts in Thousands
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A)
a. Noninterest-bearing balances and currency and coin(1) RCFD 0081 2,741,000
b. Interest-bearing balances(2) RCFD 0071 108,000
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) RCFD 1754 0
b. Available-for-sale securities (from Schedule RC-B, column D) RCFD 1773 1,601,000
3. Federal funds sold and securities purchased under agreements to resell
a. FEDERAL FUNDS SOLD IN DOMESTIC OFFICES RCON B987 345,000
b. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL(3) RCFD B989 10,636,000
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale RCFD 5369 0
b. Loans and leases, net of unearned income RCFD B528 8,983,000
c. LESS: Allowance for loan and lease losses RCFD 3123 210,000
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) RCFD B529 8,773,000
5. Trading assets (from Schedule RC-D) RCFD 3545 3,836,000
6. Premises and fixed assets (including capitalized leases) RCFD 2145 209,000
7. Other real estate owned (from Schedule RC-M) RCFD 2150 6,000
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) RCFD 2130 9,000
9. Customers' liability to this bank on acceptances outstanding RCFD 2155 0
10. Intangible assets:
-7-
a. Goodwill RCFD 3163 0
b. Other intangible assets (from Schedule RC-M) RCFD 0426 33,000
11. Other assets (from Schedule RC-F) RCFD 2160 5,044,000
12. Total assets (sum of items 1 through 11) RCFD 2170 33,341,000
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) RCON 2200 8,573,000
(1) Noninterest-bearing(4) RCON 6631 3,522,000
(2) Interest-bearing RCON 6636 5,051,000
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II) RCFN 2200 6,417,000
(1) Noninterest-bearing RCFN 6631 2,311,000
(2) Interest-bearing RCFN 6636 4,106,000
14. Federal funds purchased and securities sold under agreements to repurchase
a. FEDERAL FUNDS PURCHASED IN DOMESTIC OFFICES(5) RCON B993 6,951,000
b. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE(6) RCFD B995 140,000
15. Trading liabilities (from Schedule RC-D) RCFD 3548 867,000
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases) (from Schedule RC-M) RCFD 3190 160,000
17. Not applicable
18. Bank's liability on acceptances executed and outstanding RCFD 2920 0
19. Subordinated notes and debentures(7) RCFD 3200 8,000
20. Other liabilities (from Schedule RC-G) RCFD 2930 2,209,000
21. Total liabilities (sum of items 13 through 20) RCFD 2948 25,325,000
22. Minority interest in consolidated subsidiaries RCFD 3000 415,000
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 1,500,000
24. Common stock RCFD 3230 2,127,000
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 584,000
26. a. Retained earnings RCFD 3632 3,342,000
b. Accumulated other comprehensive income(8) RCFD B530 48,000
27. Other equity capital components(9) RCFD A130 0
28. Total equity capital (sum of items 23 through 27) RCFD 3210 7,601,000
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) RCFD 3300 33,341,000
Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best describes NUMBER
the most comprehensive level of auditing work performed for the bank by independent
external auditors as of any date during 2003 RCFD 6724 N/A
1 = Independent audit of the bank 4 = Directors' examination of the
conducted in accordance with bank conducted in accordance with
generally accepted auditing generally accepted auditing
standards by a certified public standards by a certified public
accounting firm which submits a accounting firm (may be required
report on the bank by state chartering authority)
2 = Independent audit of the bank's 5 = Directors' examination of the
parent holding company conducted in bank performed by other external
accordance with generally auditors (may be required by
state
-8-
accepted auditing standards by a chartering authority)
certified public accounting firm
which submits a report on the
consolidated holding company (but
not on the bank separately)
6 = Review of the bank's financial
statements by external auditors
7 = Compilation of the bank's
financial statements by external
auditors
3 = Attestation on bank management's 8 = Other audit procedures (excluding
assertion on the effectiveness of tax preparation work)
the bank's internal control over
financial reporting by a certified
public accounting firm
9 = No external audit work
- -----------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) INCLUDES ALL SECURITIES RESALE AGREEMENTS IN DOMESTIC AND FOREIGN OFFICES,
REGARDLESS OF MATURITY.
(4) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(5) REPORT OVERNIGHT FERDERAL HOME LOAN BANK ADVANCES IN SCHEDULE RC, ITEM
16,"OTHER BORROWED MONEY."
(6) INCLUDES ALL SECURITIES REPURCHASE AGREEMENTS IN DOMESTIC AND FOREIGN
OFFICES, REGARDLESS OF MATURITY.
(7) Includes limited-life preferred stock and related surplus.
(8) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(9) Includes treasury stock and unearned Employee Stock Ownership Plan shares.