EX-25.1 12 a2119328zex-25_1.htm EXHIBIT 25.1
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Exhibt 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)            

JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York   13-4994650
(State of incorporation
if not a national bank)		   (I.R.S. employer
identification No.)

270 Park Avenue
New York, New York
 
10017
(Address of principal executive offices)   (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

EURAMAX INTERNATIONAL, INC.
EURAMAX INTERNATIONAL HOLDINGS B.V.
(Exact name of obligor as specified in its charter)

New York   58-2502320
(State or other jurisdiction
of incorporation or organization)		   (I.R.S. employer
identification No.)

5445 Triangle Parkway, Suite 350
Norcross, Georgia
 
30092
(Address of principal executive offices)   (Zip Code)

81/2% Senior Subordinated Notes due 2011
(Title of the indenture securities)


GENERAL

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.

      New York State Banking Department, State House, Albany, New York 12110.

      Board of Governors of the Federal Reserve System, Washington, D.C., 20551

      Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.

            (b)   Whether it is authorized to exercise corporate trust powers.

      Yes.

Item 2. Affiliations with the Obligor.

        If the obligor is an affiliate of the trustee, describe each such affiliation.

      None.

Item 16. List of Exhibits

        List below all exhibits filed as a part of this Statement of Eligibility.

        1.     A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference).

        2.     A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

        3.     None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

        4.     A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference).

        5.     Not applicable.

        6.     The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank.

        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.

        8.     Not applicable.

        9.     Not applicable.

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 31st day of October 2003.

    JPMORGAN CHASE BANK

 
 
By
/s/  ROSA CIACCIA      
Rosa Ciaccia
 Trust Officer

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RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 2003, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

 
   Dollar Amounts
in Millions
ASSETS
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 22,657
  Interest-bearing balances     10,600
Securities:      
Held to maturity securities     268
Available for sale securities     76,771
Federal funds sold and securities purchased under agreements to resell      
  Federal funds sold in domestic offices     3,844
  Securities purchased under agreements to resell     86,290
Loans and lease financing receivables:      
  Loans and leases held for sale     31,108
  Loans and leases, net of unearned income   $ 166,046
  Less: Allowance for loan and lease losses     3,735
  Loans and leases, net of unearned income and allowance     162,311
Trading Assets     186,546
Premises and fixed assets (including capitalized leases)     6,142
Other real estate owned     133
Investments in unconsolidated subsidiaries and associated companies     696
Customers' liability to this bank on acceptances outstanding     225
Intangible assets      
  Goodwill     2,201
  Other Intangible assets     3,058
Other assets     68,983
TOTAL ASSETS   $ 661,833
   

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LIABILITIES
Deposits      
  In domestic offices   $ 189,571
  Noninterest-bearing   $ 82,747
  Interest-bearing     106,824
  In foreign offices, Edge and Agreement subsidiaries and IBF's     125,990
  Noninterest-bearing   $ 6,025
  Interest-bearing     119,965
Federal funds purchased and securities sold under agreements to repurchase:      
  Federal funds purchased in domestic offices     4,978
  Securities sold under agreements to repurchase     114,181
Trading liabilities     129,299
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)     10,186
Bank's liability on acceptances executed and outstanding     225
Subordinated notes and debentures     8,202
Other liabilities     41,452
TOTAL LIABILITIES     624,084
Minority Interest in consolidated subsidiaries     104
EQUITY CAPITAL
Perpetual preferred stock and related surplus     0
Common stock     1,785
Surplus (exclude all surplus related to preferred stock)     16,304
Retained earnings     18,426
Accumulated other comprehensive income     1,130
Other equity capital components     0
TOTAL EQUITY CAPITAL     37,645
   
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL   $ 661,833
   

I, Joseph L. Sclafani, E.V.P. & Controller 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.

JOSEPH L. SCLAFANI

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 in-structions issued by the appropriate Federal regulatory authority and is true and correct.

        B. HARRISON, JR.     )
        HANS W. BECHERER     )
        FRANK A. BENNACK, JR.     )

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GENERAL
SIGNATURE
RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF