Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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[ ] 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 bank) Identification No.)
101 NORTH PHILLIPS AVENUE
SIOUX FALLS, SOUTH DAKOTA 57104
(Address of principal executive offices) (Zip code)
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)
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PARK-OHIO HOLDINGS CORP.
(Exact name of obligor as specified in its charter)
OHIO 34-6520107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23000 EUCLID AVENUE
CLEVELAND, OH 44117
(Address of principal executive offices) (Zip code)
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Debt Securities
(Title of the indenture securities)
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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 S-4 dated December
30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
** 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 S-4 dated May 26,
2005 of Penn National Gaming Inc file number 333-125274.
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 24th day of May 2006.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Lynn Steiner
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Lynn Steiner
Vice President
EXHIBIT 6
May 24, 2006
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/ Lynn Steiner
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Lynn Steiner
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, 2006, filed in accordance with
12 U.S.C.ss.161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 13,188
Interest-bearing balances 2,112
Securities:
Held-to-maturity securities 0
Available-for-sale securities 46,749
Federal funds sold and securities purchased under
agreements to resell:
Federal funds sold in domestic offices 2,381
Securities purchased under agreements to resell 940
Loans and lease financing receivables:
Loans and leases held for sale 42,881
Loans and leases, net of unearned income 247,315
LESS: Allowance for loan and lease losses 2,106
Loans and leases, net of unearned income and
allowance 245,209
Trading Assets 7,021
Premises and fixed assets (including capitalized leases) 3,896
Other real estate owned 423
Investments in unconsolidated subsidiaries and associated
companies 344
Intangible assets
Goodwill 8,780
Other intangible assets 14,473
Other assets 27,405
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Total assets $415,802
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LIABILITIES
Deposits:
In domestic offices $284,964
Noninterest-bearing 80,972
Interest-bearing 203,992
In foreign offices, Edge and Agreement subsidiaries,
and IBFs 30,665
Noninterest-bearing 4
Interest-bearing 30,661
Federal funds purchased and securities sold under
greements to repurchase:
Federal funds purchased in domestic offices 9,385
Securities sold under agreements to repurchase 5,131
Dollar Amounts
In Millions
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Trading liabilities 5,941
Other borrowed money
(includes mortgage indebtedness and obligations under
capitalized leases) 5,258
Subordinated notes and debentures 8,114
Other liabilities 29,729
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Total liabilities $379,187
Minority interest in consolidated subsidiaries 50
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,693
Retained earnings 11,094
Accumulated other comprehensive income 258
Other equity capital components 0
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Total equity capital 36,565
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Total liabilities, minority interest, and equity capital $415,802
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I, Karen B. Martin, 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.
Karen B. Martin
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.
Carrie Tolstedt
John Stumpf Directors
Avid Modjtabai