Conformed Copy
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)
-----------
Marine Midland Bank
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Eric Parets
Senior Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-6560
(Name, address and telephone number of agent for service)
Rayovac Corporation
(Exact name of obligor as specified in its charter)
Wisconsin 22-2423556
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 Rayovac Drive
Madison, Wisconsin 53711-2497
(608) 275-3340 (Zip Code)
(Address of principal executive offices)
10 1/4% Series B Senior Subordinated Notes due 2006
(Title of Indenture Securities)
General
Item 1. General Information.
--------------------
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(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 16. List of Exhibits.
-----------------
Exhibit
- - -------
T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York
Banking Department dated December
31, 1993 as to the authority of Marine
Midland Bank to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January
20, 1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank
required by Section 321(b) of the Trust
Indenture Act of 1939.
T1A(vii) - Copy of the latest report of condition
of the trustee (September 30, 1996),
published pursuant to law or the
requirement of its supervisory or
examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized 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 10th day of December 1996.
MARINE MIDLAND BANK
By: /s/ Frank J. Godino
--------------------------
Frank J. Godino
Assistant Vice President
Exhibit T1A (vii)
Board of Governors of the
Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance
Corporation
OMB Number: 3064-0052
Office of the Comptroller
of the Currency
OMB Number: 1557-0081
Federal Financial Institutions Examination Council Expires March 31, 1999
- - --------------------------------------------------------------------------------
/1/
This financial information has not been reviewed,
or confirmed for accuracy or relevance, by the
Federal Reserve System. Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.
- - --------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices--FFIEC 031
Report at the close of business September 30, 1996 (950630)
----------
(RCRI 9999)
This report is required by law; 12 U.S.C. ss.324 (State member banks); 12 U.S.C.
ss. 1817 (State nonmember banks); and 12 U.S.C. ss.161 (National banks).
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
- - --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
---------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) 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 believe.
/s/ Gerald A. Ronning
- - ----------------------------------------------
Signature of Officer Authorized to Sign Report
10/28/96
- - -----------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in some
cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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.
/s/ James H. Cleave
- - -----------------------------------------------
Director (Trustee)
/s/ Bernard J. Kennedy
- - -----------------------------------------------
Director (Trustee)
/s/ Northrup R. Knox
- - -----------------------------------------------
Director (Trustee)
- - --------------------------------------------------------------------------------
For Banks Submitting Hard Copy Report Forms:
State Member Bank: Return the original and one copy to the appropriate Federal
Reserve District Bank.
State Nonmember Banks: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
National Banks: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
-------------------------------------------------------------------------------
FDIC Certificate Number / 0 / 0 / 5 / 8 / 9 /
--------------------------
NOTICE
This form is intended to assist institutions with state publication
requirements. It has not been approved by any state banking authorities. Refer
to your appropriate state banking authorities for your state publication
requirements.
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business September 30, 1996
ASSETS
Thousands
of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin............................. $924,069
Interest-bearing balances .................... 1,269,750
Held-to-maturity securities................... 0
Available-for-sale securities................. 3,096,772
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............................ 785,600
Securities purchased under
agreements to resell.......................... 306,969
Loans and lease financing receivables:
Loans and leases net of unearned
income............................... 14,428,376
LESS: Allowance for loan and lease
losses............................... 440,075
LESS: Allocated transfer risk reserve 0
Loans and lease, net of unearned
income, allowance, and reserve................ 13,988,301
Trading assets................................ 791,225
Premises and fixed assets (including
capitalized leases)........................... 180,892
Other real estate owned.......................... 5,104
Investments in unconsolidated
subsidiaries and associated companies............ 0
Customers' liability to this bank on
acceptances outstanding.......................... 19,791
Intangible assets................................ 161,326
Other assets..................................... 459,739
Total assets..................................... 21,989,538
LIABILITIES
Deposits:
In domestic offices........................... 14,736,857
Noninterest-bearing.................. 3,198,971
Interest-bearing..................... 11,537,886
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs........................... 3,676,395
Noninterest-bearing.................. 0
Interest-bearing..................... 3,676,395
Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased....................... 385,430
Securities sold under agreements to
repurchase.................................... 212,177
Demand notes issued to the U.S. Treasury 300,000
Trading Liabilities.............................. 293,523
Other borrowed money:
With original maturity of one year
or less....................................... 28,701
With original maturity of more than
one year...................................... 0
Mortgage indebtedness and obligations
under capitalized leases......................... 33,613
Bank's liability on acceptances
executed and outstanding......................... 19,791
Subordinated notes and debentures................ 100,000
Other liabilities................................ 305,078
Total liabilities................................ 20,091,565
Limited-life preferred stock and
related surplus.................................. 0
EQUITY CAPITAL
Perpetual preferred stock and related
surplus.......................................... 0
Common Stock..................................... 185,000
Surplus.......................................... 1,633,279
Undivided profits and capital reserves........... 77,442
Net unrealized holding gains (losses)
on available-for-sale securities................. 2,252
Cumulative foreign currency translation
adjustments...................................... 0
Total equity capital............................. 1,897,973
Total liabilities, limited-life
preferred stock, and equity capital.............. 21,989,538