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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
101 NORTH PHILLIPS AVENUE 57104
SIOUX FALLS, SOUTH DAKOTA (Zip code)
(Address of principal executive
offices)
WELLS FARGO & COMPANY
LAW DEPARTMENT, TRUST SECTION
MAC N9305-175
SIXTH STREET AND MARQUETTE AVENUE, 17TH FLOOR
MINNEAPOLIS, MINNESOTA 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
-----------------------------
THE LUBRIZOL CORPORATION(1)
(Exact name of obligor as specified in its charter)
OHIO 34-0367600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
29400 LAKELAND BOULEVARD
WICKLIFFE, OHIO 44092
(Address of principal executive (Zip code)
offices)
-----------------------------
DEBT SECURITIES
(Title of the indenture securities)
================================================================================
(1) See Table 1 for list of additional obligors
Table 1
JURISDICTION OF I.R.S. EMPLOYER
EXACT NAME OF ADDITIONAL OBLIGORS FORMATION IDENTIFICATION
- ---------------------------------- --------- --------------
1500 West Elizabeth Corporation New Jersey 22-3838065
Carroll Scientific Inc. Illinois 34-1868206
Chemron Corporation Delaware 34-1938280
CPI Engineering Services, Inc. Michigan 38-2050864
Engine Control Systems Ltd. Nevada 88-0191671
Gateway Additive Company Nevada 31-1590777
Lubricant Investments, Inc. Ohio 34-1563459
Lubrizol China, Inc. Ohio 34-1792061
Lubrizol Enterprises, Inc. Delaware 34-1502387
Lubrizol Foam Control Additives, Inc. South Carolina 57-0686272
Lubrizol Inter-Americas Corporation Nevada 34-1368171
Lubrizol International Management Corporation Nevada 34-1323089
Lubrizol Overseas Trading Corporation Delaware 51-6146748
Lubrizol Performance Systems Inc. Georgia 58-0678914
MPP Pipeline Corporation Delaware 76-0412052
Noveon International, Inc. Delaware 13-4143923
Noveon, Inc. Delaware 13-4143915
FCC Acquisition Corp. Delaware 23-2791891
Noveon China, Inc. Delaware 31-1567152
Noveon Diamalt, Inc. Delaware 22-3481037
Noveon FC, Inc. Delaware 51-0340498
Noveon Hilton Davis, Inc. Delaware 95-4071292
Noveon Holding Corporation Delaware 31-1231786
Noveon IP Holdings Corp. Illinois 52-2310708
Noveon Kalama, Inc. Washington 91-0862423
Noveon Textile Chemicals, Inc. Delaware 56-1767492
Performance Materials I Inc. Delaware 51-0408646
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.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco San Francisco,
California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in
effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of
Corporate Existence and Fiduciary Powers for Wells Fargo
Bank, National Association, dated February 4, 2004.**
Exhibit 3. See Exhibit 2
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.
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.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.
** Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Minneapolis and State
of Minnesota on the 27th day of July 2004.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Michael T. Lechner
---------------------------------------
Michael T. Lechner
Assistant Vice President
EXHIBIT 6
July 27, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Michael T. Lechner
---------------------------------------
Michael T. Lechner
Assistant Vice President
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2004, filed in accordance with 12
U.S.C. Section 161 for National Banks.
Dollar Amounts
In Millions
-----------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 13,890
Interest-bearing balances 6,251
Securities:
Held-to-maturity securities 0
Available-for-sale securities 27,661
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 1,436
Securities purchased under agreements to resell 170
Loans and lease financing receivables:
Loans and leases held for sale 29,359
Loans and leases, net of unearned income 233,785
LESS: Allowance for loan and lease losses 2,629
Loans and leases, net of unearned income and allowance 231,156
Trading Assets 8,314
Premises and fixed assets (including capitalized leases) 2,787
Other real estate owned 180
Investments in unconsolidated subsidiaries and associated companies 284
Customers' liability to this bank on acceptances outstanding 69
Intangible assets
Goodwill 7,915
Other intangible assets 6,871
Other assets 11,217
--------
Total assets $347,560
========
LIABILITIES
Deposits:
In domestic offices $240,660
Noninterest-bearing 78,496
Interest-bearing 162,164
In foreign offices, Edge and Agreement subsidiaries, and IBFs 15,087
Noninterest-bearing 3
Interest-bearing 15,084
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 18,617
Securities sold under agreements to repurchase 3,028
Dollar Amounts
In Millions
-----------
Trading liabilities 4,973
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 18,180
Bank's liability on acceptances executed and outstanding 69
Subordinated notes and debentures 4,824
Other liabilities 9,494
--------
Total liabilities $314,932
Minority interest in consolidated subsidiaries 70
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 23,424
Retained earnings 7,812
Accumulated other comprehensive income 802
Other equity capital components 0
--------
Total equity capital 32,558
--------
Total liabilities, minority interest, and equity capital $347,560
========
I, James E. Hanson, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
James E. Hanson
Vice President
We, the undersigned directors, attest to the correctness of this Report of
Condition 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.
Howard Atkins
Dave Hoyt Directors
John Stumpf