EX-25.1 18 a2121081zex-25_1.txt EXHIBIT 25.1 EXHIBIT 25.1 ================================================================================ 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) / / U.S. BANK NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 31-0841368 (I.R.S. Employer Identification No.) 800 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55402 (Address of principal executive offices) (Zip code) RICHARD PROKOSCH U.S. BANK NATIONAL ASSOCIATION 60 LIVINGSTON AVENUE ST. PAUL, MINNESOTA 55107 (651) 495-3918 (Name, address and telephone number of agent for service) RAYOVAC CORPORATION (Exact name of obligor as specified in its charter) WISCONSIN 22-2423556 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 601 RAYOVAC DRIVE MADISON, WISCONSIN 53711 (Address of principal executive offices) (Zip code) ROV HOLDING, INC. (Exact name of obligor as specified in its charter) DELAWARE 22-2423555 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 601 RAYOVAC DRIVE MADISON, WISCONSIN 53711 (Address of principal executive offices) (Zip code) ROVCAL, INC. (Exact name of obligor as specified in its charter) CALIFORNIA 52-2068284 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 601 RAYOVAC DRIVE MADISON, WISCONSIN 53711 (Address of principal executive offices) (Zip code) REMINGTON PRODUCTS COMPANY, L.L.C. (Exact name of obligor as specified in its charter) DELAWARE 06-1451076 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 60 MAIN STREET BRIDGEPORT, CONNECTICUT 06604 (Address of principal executive offices) (Zip code) ---------- 8 1/2% SENIOR SUBORDINATED NOTES DUE 2013 (Title of the indenture securities) ================================================================================ 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. -------------------------------------------------------------------------------- Name Address -------------------------------------------------------------------------------- Comptroller of the Currency Washington, D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 3.-15. ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE TRUSTEE'S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY INDENTURE FOR WHICH THE TRUSTEE ACTS AS TRUSTEE. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d). 1. A copy of the Articles of Association of the Trustee (Incorporated by reference to Registration Number 333-67188). 2. A copy of the certificate of authority of the Trustee to commence business (Incorporated by reference to Registration Number 333-67188). 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers (Incorporated by reference to Registration Number 333-67188). 4. A copy of the existing bylaws of the Trustee (Incorporated by reference to Registration Number 333-67188). 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7. Report of Condition of the Trustee as of June 30, 2003, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Act, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a corporation 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 St. Paul, State of Minnesota, on the 21st day of October, 2003. U.S. BANK NATIONAL ASSOCIATION By:/s/ Frank P. Leslie III ----------------------------- Name: Frank P. Leslie III Title: Vice President By:/s/Benjamin J. Krueger ---------------------------- Name: Benjamin J. Krueger Title: Trust Officer EXHIBIT 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: October 21, 2003 U.S. BANK NATIONAL ASSOCIATION By: /s/ Frank P. Leslie III --------------------------------- Frank P. Leslie III Vice President EXHIBIT 7 U.S. BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION As of 6/30/2003 ($000's)
6/30/2003 -------------- ASSETS Cash and Due From Depository Institutions $ 11,987,100 Federal Reserve Stock 0 Securities 35,336,411 Federal Funds 4,955,134 Loans & Lease Financing Receivables 118,648,100 Fixed Assets 1,864,465 Intangible Assets 9,999,520 Other Assets 8,735,830 -------------- TOTAL ASSETS $ 191,526,560 LIABILITIES Deposits $ 132,461,590 Fed Funds 5,061,915 Treasury Demand Notes 0 Trading Liabilities 303,140 Other Borrowed Money 20,320,775 Acceptances 150,586 Subordinated Notes and Debentures 6,326,523 Other Liabilities 5,864,946 -------------- TOTAL LIABILITIES $ 170,489,475 EQUITY Minority Interest in Subsidiaries $ 999,216 Common and Preferred Stock 18,200 Surplus 11,015,123 Undivided Profits 9,004,546 -------------- TOTAL EQUITY CAPITAL $ 21,037,085 TOTAL LIABILITIES AND EQUITY CAPITAL $ 191,526,560
To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. BANK NATIONAL ASSOCIATION By: /s/ Frank P. Leslie III ----------------------- Vice President Date: October 21, 2003