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 Identification No.)
bank)
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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CROMPTON CORPORATION(1)
(Exact name of obligor as specified in its charter)
DELAWARE 52-2183153
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
199 BENSON ROAD
MIDDLEBURY, CONNECTICUT 06749
(Address of principal executive offices) (Zip code)
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9 7/8% SENIOR NOTES DUE 2012
(Title of the indenture securities)
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(1) See Table 1 for list of additional obligors
TABLE 1
Address of each of the Guarantors listed below is 199 Benson Road, Middlebury,
Connecticut 06749
I.R.S.
STATE OR OTHER EMPLOYER
JURISDICTION OF IDENTIFICATION
NAME OF GUARANTOR INCORPORATION NUMBER
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CNK Chemical Realty Corporation Pennsylvania 25-1885340
Crompton Colors Incorporated Delaware 06-1413341
Crompton Holding Corporation Delaware 06-1413342
Crompton Europe Financial Services Company Delaware 06-1440671
Crompton Monochem, Inc. Louisiana 62-1873574
Crompton Sales Company, Inc. Delaware 06-1582826
Davis-Standard Corporation Delaware 06-1413340
GT Seed International Company Texas 75-2295890
GT Seed Treatment, Inc. Minnesota 41-0795292
Kem Manufacturing Corporation Georgia 58-0620603
Monochem, Inc. Louisiana 72-0545612
Naugatuck Treatment Company Connecticut 06-0902035
Uniroyal Chemical Company Limited (Delaware) Bahamas/Delaware 98-0159910
Uniroyal Chemical Company, Inc. Delaware 06-1582841
Uniroyal Chemical Company, Inc. New Jersey 06-1148490
Uniroyal Chemical Export Limited Delaware 06-1431523
Uniroyal Chemical Leasing Company, Inc. Delaware 06-1464298
Weber City Road LLC Louisiana 62-1864381
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 30th day of September 2004.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Jane Y. Schweiger
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Jane Y. Schweiger
Vice President
EXHIBIT 6
September 30, 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/ Jane Y. Schweiger
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Jane Y. Schweiger
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 June 30, 2004, 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 $ 13,514
Interest-bearing balances 6,815
Securities:
Held-to-maturity securities 0
Available-for-sale securities 31,813
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 1,295
Securities purchased under agreements to resell 72
Loans and lease financing receivables:
Loans and leases held for sale 38,430
Loans and leases, net of unearned income 236,685
LESS: Allowance for loan and lease losses 2,551
Loans and leases, net of unearned income and allowance 234,134
Trading Assets 4,575
Premises and fixed assets (including capitalized leases) 3,194
Other real estate owned 201
Investments in unconsolidated subsidiaries and associated companies 289
Customers' liability to this bank on acceptances outstanding 78
Intangible assets
Goodwill 8,415
Other intangible assets 9,260
Other assets 12,613
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Total assets $364,698
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LIABILITIES
Deposits:
In domestic offices $255,500
Noninterest-bearing 79,405
Interest-bearing 176,095
In foreign offices, Edge and Agreement subsidiaries, and IBFs 19,351
Noninterest-bearing 3
Interest-bearing 19,348
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 15,599
Securities sold under agreements to repurchase 2,920
Dollar Amounts
In Millions
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Trading liabilities 3,575
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 17,550
Bank's liability on acceptances executed and outstanding 78
Subordinated notes and debentures 4,541
Other liabilities 12,296
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Total liabilities $331,410
Minority interest in consolidated subsidiaries 54
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,182
Retained earnings 8,088
Accumulated other comprehensive income 444
Other equity capital components 0
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Total equity capital 33,234
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Total liabilities, minority interest, and equity capital $364,698
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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.
Dave Hoyt
Dave Munio Directors
Carrie Tolstedt