EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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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)
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
MASSACHUSETTS 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
(Address of principal executive offices) (Zip Code)
Maureen Scannell Bateman, Esq., Executive Vice President And
General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)
UNITED INDUSTRIES CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 43-1025604
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8825 PAGE BOULEVARD, ST. LOUIS, MISSOURI 63114
(Address of principal executive offices) (Zip Code)
SENIOR SUBORDINATED NOTES DUE 2009
(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.
Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
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.
The obligor is not an affiliate of the trustee or of its
parent, State Street Corporation.
(See note on page 2.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW
IN EFFECT.
A copy of the Articles of Association of the trustee, as now
in effect, is on file with the Securities and Exchange
Commission as Exhibit 1 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with
the Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF
ASSOCIATION.
A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee
to commence business was necessary or issued is on file with
the Securities and Exchange Commission as Exhibit 2 to
Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the
Registration Statement of Morse Shoe, Inc. (File No. 22-17940)
and is incorporated herein by reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED
IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.
A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities and
Exchange Commission as Exhibit 3 to Amendment No. 1 to the
Statement of Eligibility and Qualification of Trustee (Form
T-1) filed with the Registration Statement of Morse Shoe, Inc.
(File No. 22-17940) and is incorporated herein by reference
thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A copy of the by-laws of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 4
to the Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with the Registration Statement of Eastern
Edison Company (File No. 33-37823) and is incorporated herein
by reference thereto.
5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR
IS IN DEFAULT.
Not applicable.
6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED
BY SECTION 321(b) OF THE ACT.
The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.
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.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which
relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information furnished
to it by the obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be
amended, if necessary, to reflect any facts which differ from those stated and
which would have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, State Street Bank and Trust Company, a
corporation organized and existing under the laws of The Commonwealth of
Massachusetts, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston
and The Commonwealth of Massachusetts, on the 14th of September 1999.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Philip G. Kane, Jr.
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NAME: Philip G. Kane, Jr.
TITLE: Vice President
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the proposed issuance by
United Industries Corporation of its $150,000 9 7/8% Senior Notes due 2009, 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.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Philip G. Kane, Jr.
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NAME: Philip G. Kane, Jr.
TITLE: Vice President
Dated: September 14, 1999
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and
Trust Company, Massachusetts and foreign and domestic subsidiaries, a state
banking institution organized and operating under the banking laws of this
commonwealth and a member of the Federal Reserve System, at the close of
business March 31, 1999, published in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the provisions of the Federal Reserve
Act and in accordance with a call made by the Commissioner of Banks under
General Laws, Chapter 172, Section 22(a).
THOUSANDS OF
DOLLARS
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........ $ 1,249,670
Interest-bearing balances................................. 13,236,699
Securities.................................................. 10,970,415
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and its Edge
subsidiary................................................ 9,561,556
Loans and lease financing receivables:
Loans and leases, net of unearned income.................. 7,053,580
Allowance for loan and lease losses....................... 85,416
Allocated transfer risk reserve........................... 0
Loans and leases, net of unearned income and allowances... 6,968,164
Assets held in trading accounts............................. 1,553,354
Premises and fixed assets................................... 536,535
Other real estate owned..................................... 0
Investments in unconsolidated subsidiaries.................. 606
Customers' liability to this bank on acceptances
outstanding............................................... 71,273
Intangible assets........................................... 207,323
Other assets................................................ 1,371,043
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Total assets...................................... $45,726,638
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LIABILITIES
Deposits:
In domestic offices....................................... $10,101,297
Noninterest-bearing.................................... 6,932,549
Interest-bearing....................................... 3,168,748
In foreign offices and Edge subsidiary.................... 18,061,721
Noninterest-bearing.................................... 54,654
Interest-bearing....................................... 18,007,067
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge subsidiary........................................... 12,063,069
Demand notes issued to the U.S. Treasury.................... 149,322
Trading liabilities....................................... 1,140,080
Other borrowed money........................................ 285,027
Subordinated notes and debentures........................... 0
Bank's liability on acceptances executed and outstanding.... 71,273
Other liabilities........................................... 1,079,470
Total liabilities................................. 42,951,259
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EQUITY CAPITAL
Perpetual preferred stock and related surplus............... 0
Common stock................................................ 29,931
Surplus..................................................... 480,330
Undivided profits and capital reserves/Net unrealized
holding gains (losses).................................... 2,258,177
Net unrealized holding gains (losses) on
available-for-sale securities.......................... 15,937
Cumulative foreign currency translation adjustments......... (8,996)
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Total equity capital.............................. 2,775,379
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Total liabilities and equity capital.............. $45,726,638
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I, Rex S. Schuette, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
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 Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Truman S. Casner