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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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) [ ]
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SUNTRUST BANK
(Exact Name of Trustee as specified in its charter)
GEORGIA 58-0466330
(State of incorporation if not a (I.R.S. Employer Identification
national bank) Number)
303 PEACHTREE STREET 30303
30TH FLOOR (Zip code)
ATLANTA, GEORGIA
(Address of principal executive offices)
JACK ELLERIN
SUNTRUST BANK
25 PARK PLACE, N.E.
24TH FLOOR
ATLANTA, GEORGIA 30303-2900
(404) 588-7296
(Name, address and telephone number of agent for service)
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AGCO CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 58-1960019]
(State of incorporation or other jurisdiction) (I.R.S. Employer Identification
Number)
4205 RIVER GREEN PARKWAY 30096
DULUTH, GEORGIA (Zip code)
(Address of principal executive offices)
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9 1/2% SENIOR NOTES DUE 2008
(Title of Indenture Securities)
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TABLE OF ADDITIONAL REGISTRANTS
The following domestic subsidiaries of AGCO Corporation are guarantors
of the new notes and are co-registrants:
PRIMARY STANDARD
I.R.S. EMPLOYER INDUSTRY
NAME OF ADDITIONAL REGISTRANT STATE OF INCORPORATION IDENTIFICATION CLASSIFICATION CODE
- ------------------------------------- OF ORGANIZATION NUMBER NUMBER
---------------------- --------------- -------------------
Ag-Chem Equipment Canada, Ltd. Minnesota 41-1904930 3523
Ag-Chem Equipment Co., Inc. Delaware 41-1999471 3523
Ag-Chem Equipment International, Inc. Minnesota 66-0414993 3523
Ag-Chem Manufacturing Co., Inc. Minnesota 41-1389426 3523
Ag-Chem Sales Co., Inc. Minnesota 41-1891119 3523
AGCO Ventures LLC Delaware 58-2549363 3523
Hay & Forage Industries Kansas 48-1157966 3523
Hesston Ventures Corporation Kansas 48-1038470 3523
Lor*Al Products, Inc. Minnesota 41-1703718 3523
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C/O AGCO CORPORATION
4205 RIVER GREEN PARKWAY
DULUTH, GEORGIA 30096
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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.
Department of Banking and Finance
State of Georgia
Atlanta, Georgia
Federal Reserve Bank of Atlanta
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with the Obligor. The obligor is not an affiliate of the
trustee.
3-12. No responses are included for Items 3 through 12. Responses to those
items are not required because, as provided in General Instruction B
and as set forth in Item 13(b), the obligor is not currently in default
on any securities issued under indentures under which SunTrust Bank is
a trustee.
13. Defaults by the Obligor.
(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.
There is not and has not been any default under this
indenture.
(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 obligor 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.
SunTrust Bank serves as trustee of the Obligor's $250 million
8 1/2% Senior Subordinated Notes due 2006 (the "2006 Notes").
In March 2001, the Obligor was issued a notice of default by
SunTrust Bank of the 2006 Notes regarding the violation of a
covenant restricting the payment of dividends during periods
in 1999, 2000 and 2001 when an interest coverage ratio was not
met. During those periods, the Obligor paid approximately $4.8
million in dividends based upon its interpretation that it did
not need to meet the interest coverage ratio but, instead, an
alternative total debt test. The Obligor subsequently received
sufficient waivers from the holders of the 2006 Notes for any
violations of the covenant that might have resulted from the
dividend payments. In connection with the solicitation of
waivers, the Obligor incurred costs of approximately $2.6
million, which were expensed in the first quarter of 2001.
Currently, the Obligor is prohibited from paying dividends
until such time as the interest coverage ratio in the
indenture is met.
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14-15. No responses are included for Items 14 and 15. Responses to those items
are not required because, as provided in General Instruction (b) to
Item 13, the obligor is not currently in default on any securities
issued under indentures under which SunTrust Bank is a trustee.
16. List of Exhibits. List below all exhibits filed as a part of this
statement of eligibility and qualification. (Exhibits identified in
parentheses, on file with the Commission, are incorporated herein by
reference as exhibits hereto.)
Exhibit 1. A copy of the Articles of Amendment and Restated
Articles of Association of the trustee as now in
effect. (incorporated by reference from Exhibit 1 to
Form T-1, filed as Exhibit 25.1 to Registration
Statement on Form S-3 (Registration No. 333-62338)
filed by Rock-Tenn Company)
Exhibit 2. A copy of the Certificate of Authority of the trustee
to commence business. (Included in Exhibit 1)
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers. (incorporated by
reference from Exhibit 3 to Form T-1, filed as
Exhibit 25.1 to Registration Statement on Form S-3
(Registration No. 333-62338) filed by Rock-Tenn
Company)
Exhibit 4. A copy of the Bylaws of the trustee as now in effect.
(incorporated by reference from Exhibit 4 to Form
T-1, filed as Exhibit 25.1 to Registration Statement
on Form S-3 (Registration No. 333-62338) filed by
Rock-Tenn Company)
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b)
of the Trust Indenture Act of 1939, as amended.
Exhibit 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 as of the
close of business on March 31, 2001.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, SunTrust Bank, a banking corporation organized and
existing under the laws of the State of Georgia, has duly caused this statement
of eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Atlanta and the State of Georgia,
on the 13th day of July, 2001.
SUNTRUST BANK
By: /s/ Jack Ellerin
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Jack Ellerin
Vice President
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, SunTrust Bank hereby consents 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.
SUNTRUST BANK
By: /s/ Jack Ellerin
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Jack Ellerin
Vice President
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EXHIBIT 7
SUNTRUST BANK FFIEC 031
- -------------------------- RC-1
Legal Title of Bank
ATLANTA
- --------------------------
City
GA 30302 11
- --------------------------
State Zip Code
FDIC Certificate Number - 00867
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2001
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 RCFD Bil Mil Thou
ASSETS
1. Cash and balances due from depository institutions (From Schedule RC- A):
a.Noninterest-bearing balances and currency and coin (1)----------------------- 0081 3,752,683 1.a
b.Interest-bearing balances (2)------------------------------------------------ 0071 253,289 1.b
2. Securities:
a.Held-to-maturity securities (from Schedule RC-B, column A)------------------- 1754 0 2.a
b.Available-for-sale securities (from Schedule RC-B, column D)----------------- 1773 17,660,633 2.b
3. Federal funds sold and securities purchased under agreements to resell--------- 1350 2,339.417 3
4. Loans and lease financing receivables (from Schedule RC-C):
A.LOANS AND LEASES HELD FOR SALE----------------------------------------------- 5369 2,371.711 4.a
B.LOANS AND LEASES, NET OF UNEARNED INCOME-------------- B528 70,147,551 4.b
c.LESS: Allowance for loan and lease losses------------- 3123 854,744 4.c
D.LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE (ITEM 4.B MINUS 4.C)-- B529 69,292,807 4.d
5. Trading assets (from Schedule RC-D)-------------------------------------------- 3545 566,751 5
6. Premises and fixed assets (including capitalized leases)----------------------- 2145 1,297,516 6
7. Other real estate owned (from Schedule RC-M)----------------------------------- 2150 34,863 7
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)----------------------------------------------------------------- 2130 0 8
9. Customers' liability to this bank on acceptances outstanding------------------- 2155 103,607 9
10. Intangible assets--------------------------------------------------------------
A.GOODWILL--------------------------------------------------------------------- 3163 257,967 10.a
B.OTHER INTANGIBLE ASSETS (FROM SCHEDULE RC-M)--------------------------------- 0426 377,437 10.6
11. Other assets (from Schedule RC-F)---------------------------------------------- 2160 2,134,204 11
12. Total assets (sum of items 1 through 11)--------------------------------------- 2170 100,442,885 12
- ---------------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading
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SUNTRUST BANK FFIEC 03
- -------------------------------- RC-2
Legal Title of Bank
FDIC Certificate Number - 00867 12
SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands Bil Mil Thou
LIABILITIES
13. Deposits
a.In domestic offices (sum of totals of columns A and C from schedule RC-E, RCON
part I)-------------------------------------------------------------------- 2200 58,032,413 13.a
(1)Noninterest-bearing (1)------------------------------- 6631 9,032,006 13.a.1
(2)Interest-bearing-------------------------------------- 6636 49,000,407 13.a.2
b.In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II)------------------------------------------------ 2200 4,984,307 13.b
(1)Noninterest-bearing----------------------------------- 6631 0 13.b.1
(2)Interest-bearing-------------------------------------- 6636 4,984,307 RCFD 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase-- 2800 14,325,221 14
15. Trading liabilities (from Schedule RC-D)----------------------------------- 3548 0 15
16. OTHER BORROWED MONEY (INCLUDES MORTGAGE INDEBTEDNESS AND OBLIGATIONS
UNDER CAPITALIZED LEASES) (FROM SCHEDULE RC-M):---------------------------- 3190 9,862,320 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding------------------- 2920 103,607 18
19. Subordinated notes and debentures (2)-------------------------------------- 3200 1,493,549 19
20. Other liabilities (from Schedule RC-G)------------------------------------- 2930 2,712,568 20
21. Total liabilities (sum of items 13 through 20)----------------------------- 2948 91,513,985 21
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES----------------------------- 3000 166,493 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus------------------------------ 3838 0 23
24. Common stock--------------------------------------------------------------- 3230 21,600 24
25. Surplus (exclude all surplus related to preferred stock)------------------- 3839 2,516,538 25
26. a. Retained earnings------------------------------------------------------- 3632 5,262,819 26.a
B. ACCUMULATED OTHER COMPREHENSIVE INCOME(3)------------------------------- B530 961,450 26.b
27. OTHER EQUITY CAPITAL COMPONENTS (4)---------------------------------------- A130 0 27
28. Total equity capital (sum of items 23 through 27)-------------------------- 3210 8,762,407 28
29. Total liabilities, minority interest, and equity capital (sum of items 21,
22 and 28)----------------------------------------------------------------- 3300 100,442,885 29
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best RCFD NUMBER
describes the most comprehensive level of auditing work performed for the
bank by independent external auditors as of any date during 2000 6724 2 M.1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE EFFECTIVENESS OF THE
BANK'S INTERNAL CONTROL OVER FINANCIAL REPORTING BY A CERTIFIED PUBLIC
ACCOUNTING FIRM
4 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) 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.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan
shares.