EX-25 15 f97399orexv25.txt EXHIBIT 25 Exhibit 25 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) [ ] BNY WESTERN TRUST COMPANY (Exact name of trustee as specified in its charter) California 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Los Angeles, California 90017 (Address of principal executive offices) (Zip code) COMMUNICATIONS & POWER INDUSTRIES, INC. (Exact name of obligor as specified in its charter) Delaware 77-0405693 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) CPI Holdco, Inc. (Exact name of obligor as specified in its charter) Delaware 75-3142681 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) CPI Subsidiary Holdings Inc. (Exact name of obligor as specified in its charter) Delaware 77-0407397 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Communications & Power Industries International Inc. (Exact name of obligor as specified in its charter) Delaware 77-0407398 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Communications & Power Industries Asia Inc. (Exact name of obligor as specified in its charter) Delaware 77-0407400 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 811 Hansen Way P.O. Box 51110 Palo Alto, California 94303-1110 (Address of principal executive offices) (Zip code) 8% Senior Subordinated Notes due 2012 (Title of the indenture securities) -2- 1. GENERAL INFORMATION. (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Name Address ---------------------------------------------------------------------------- Federal Deposit Insurance Corporation 25 Ecker Street San Francisco, California 94105 State Banking Department 111 Pine Street, Suite 1100 San Francisco, California 94111
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. None. 16. LIST OF EXHIBITS. 1.1 Articles of Incorporation of Security Trust Company, as filed in the office of the Secretary of State of the State of California on November 13, 1980 and filed in the office of the Superintendent of Banks, State of California on November 17, 1980; incorporated herein by reference as Exhibit 1.1 filed with Form T-1 Statement, Registration No. 33-56465. 1.2 Certificate of Amendment of Articles of Incorporation (changing the name of the Trustee from Security Trust Company to Bradford Trust Company of California), as filed in the office of the Secretary of State of the State of California on January 7, 1985; incorporated herein by reference as Exhibit 1.2 filed with Form T-1 Statement, Registration No. 33-56465. 1.3 Certificate of Amendment of Articles of Incorporation (changing the name of the Trustee from Bradford Trust Company of California to FIDATA Trust Company California) as filed in the office of the Secretary of State of the State of California on April 11, 1985; incorporated herein by reference as Exhibit 1.3 filed with Form T-1 Statement, Registration No. 33-56465. 1.4 Certificate of Amendment of Articles of Incorporation (changing the name of the Trustee from FIDATA Trust Company California to Wall Street Trust Company California), as filed in the office of the Secretary of State of the State of California on February 5, 1986; incorporated herein by reference as Exhibit 1.4 filed with Form T-1 Statement, Registration No. 33-56465. -3- 1.5 Certificate of Amendment of Articles of Incorporation (changing the name of the Trustee from Wall Street Trust Company California to The Bank of New York Trust Company of California), as filed in the office of the Secretary of State of the State of California on April 15, 1988; incorporated herein by reference as Exhibit 1.5 filed with Form T-1 Statement, Registration No. 33-56465. 1.6 Certificate of Amendment of Articles of Incorporation (changing the name of the Trustee from The Bank of New York Trust Company of California to BNY Western Trust Company), as filed in the office of the Secretary of State of the State of California on August 30, 1995; incorporated herein by reference as Exhibit 1.6 filed with Form T-1 Statement, Registration No. 33-56465. 3. Copy of Certificate of the State Banking Department, State of California, dated January 24, 1994, authorizing the Trustee to transact a commercial banking business and to engage in the trust business at 700 South Flower Street, Los Angeles, California; incorporated herein by reference as Exhibit 3 filed with Form T-1 Statement, Registration No. 33-56465. 4. Copy of By-Laws of the Trustee; incorporated herein by reference as Exhibit 4 filed with Form T-1 Statement, Registration No. 33-56465. 6. Consent of the Trustee required by Section 321(b) of the Act; incorporated herein by reference as Exhibit 6 filed with Form T-1 Statement, Registration No. 33-56465. 7. Copy of latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -4- SIGNATURE Pursuant to the requirements of the Act, the Trustee, BNY Western Trust Company, a corporation organized and existing under the laws of the State of California, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Los Angeles, and State of California, on the 9th day of March, 2004. BNY WESTERN TRUST COMPANY By: /S/ LUDA SEMENOVA -------------------------------------- Name: LUDA SEMENOVA Title: ASSISTANT VICE PRESIDENT -5- BNY WESTERN TRUST COMPANY Statement of Financial Condition As of December 31, 2003
12/1/2003 ------------------- ASSETS Cash and due from banks $ 11,731,791 Investment securities, U.S. Treasury Notes at cost, net of unamortized purchase premium 15,364,850 Federal Funds sold 23,200,000 Securities purchased under resale agreements 97,000,000 Fixed assets-net 961,420 Receivables and other assets 14,409,989 Goodwill (net) 176,455,585 ------------------- TOTAL ASSETS $ 339,123,635 =================== LIABILITIES Demand Deposits, Trust Dept. Funds, Official Checks & Other Deposits $ 9,828,676 Time and Other Savings Deposits 2,205,868 Accrued Expenses and Reserve for Income Taxes 20,476,821 Promissory Note to BNY Co. Inc. 58,000,000 Other Liabilities 5,605,954 ------------------- TOTAL LIABILITIES $ 96,117,319 ------------------- SHAREHOLDERS' EQUITY Common Stock, no par value; authorized and outstanding, 1,000 shares $ 1,000,000 Contributed Surplus 199,205,032 Retained Earnings 42,801,284 ------------------- TOTAL SHAREHOLDERS' EQUITY $ 243,006,316 ------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 339,123,635 ===================