EX-25.1 7 file006.txt FORM T-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) |__| THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) L-3 COMMUNICATIONS CORPORATION (Exact name of obligor as specified in its charter) Delaware 13-3937436 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) COLEMAN RESEARCH CORPORATION (Exact name of obligor as specified in its charter) Florida 59-2039476 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) EER SYSTEMS, INC. (Exact name of obligor as specified in its charter) Virginia 54-1349668 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) ELECTRODYNAMICS, INC. (Exact name of obligor as specified in its charter) Arizona 36-3140903 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) HENSCHEL, INC. (Exact name of obligor as specified in its charter) Delaware 23-2554418 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) HYGIENETICS ENVIRONMENTAL SERVICES, INC. (Exact name of obligor as specified in its charter) Delaware 13-3992505 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) INTERSTATE ELECTRONICS CORPORATION (Exact name of obligor as specified in its charter) California 95-1912832 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS AYDIN CORPORATION (Exact name of obligor as specified in its charter) Delaware 23-1686808 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS DBS MICROWAVE, INC. (Exact name of obligor as specified in its charter) California 68-0281617 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS ESSCO, INC. (Exact name of obligor as specified in its charter) Delaware 04-2281486 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -2- L-3 COMMUNICATIONS ILEX SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 13-3992952 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC. (Exact name of obligor as specified in its charter) Delaware 23-2869511 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC. (Exact name of obligor as specified in its charter) California 77-0268547 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) KDI PRECISION PRODUCTS, INC. (Exact name of obligor as specified in its charter) Delaware 31-0740721 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) MICRODYNE CORPORATION (Exact name of obligor as specified in its charter) Maryland 52-0856493 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) MPRI, INC. (Exact name of obligor as specified in its charter) Delaware 54-1439937 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) PAC ORD, INC. (Exact name of obligor as specified in its charter) Delaware 23-2523436 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -3- POWER PARAGON, INC. (Exact name of obligor as specified in its charter) Delaware 33-0638510 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SOUTHERN CALIFORNIA MICROWAVE, INC. (Exact name of obligor as specified in its charter) California 13-0478540 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SPD HOLDINGS, INC. (Exact name of obligor as specified in its charter) Delaware 23-2977238 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SPD ELECTRICAL SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 23-2457758 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SPD SWITCHGEAR, INC. (Exact name of obligor as specified in its charter) Delaware 23-2510039 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) AMI Instruments, Inc. (Exact name of obligor as specified in its charter) Oklahoma 73-1122637 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Apcom, Inc. (Exact name of obligor as specified in its charter) Maryland 52-1291447 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -4- Celerity Systems Incorporated (Exact name of obligor as specified in its charter) California 77-0365380 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 Communications AIS GP Corporation (Exact name of obligor as specified in its charter) Delaware 13-4137187 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 Communications Analytics Corporation (Exact name of obligor as specified in its charter) California 54-1035921 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 Communications Atlantic Science and Technology Corporation (Exact name of obligor as specified in its charter) New Jersey 22-2547554 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 Communications Investments, Inc. (Exact name of obligor as specified in its charter) Delaware 51-0260723 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) L-3 Communications Integrated Systems L.P. (Exact name of obligor as specified in its charter) Delaware 03-0391841 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Microdyne Communications Technologies Incorporated (Exact name of obligor as specified in its charter) Maryland 59-3500774 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -5- Microdyne Outsourcing Incorporated (Exact name of obligor as specified in its charter) Maryland 33-0797639 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 600 Third Avenue New York, NY 10016 (Address of principal executive offices) (Zip code) Debt Securities (Title of the indenture securities) ================================================================================ -6- 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 ------------------------------------------------------------------------------- Superintendent of Banks of the State 2 Rector Street, New York, of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005 (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. 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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -7- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, 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 22nd day of March, 2002. THE BANK OF NEW YORK By: /s/ STACEY POINDEXTER ----------------------------------------- Name: STACEY POINDEXTER Title: ASSISTANT TREASURER -8- EXHIBIT 7 -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business September 30, 2001, published 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 ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.. $3,238,092 Interest-bearing balances........................... 5,255,952 Securities: Held-to-maturity securities......................... 127,193 Available-for-sale securities....................... 12,143,488 Federal funds sold and Securities purchased under agreements to resell................................ 281,677 Loans and lease financing receivables: Loans and leases held for sale...................... 786 Loans and leases, net of unearned income ........................................... 46,206,726 LESS: Allowance for loan and lease losses ..................................... 607,115 Loans and leases, net of unearned income and allowance.............................. 45,599,611 Trading Assets......................................... 9,074,924 Premises and fixed assets (including capitalized leases)............................................. 783,165 Other real estate owned................................ 935 Investments in unconsolidated subsidiaries and associated companies................................ 200,944 Customers' liability to this bank on acceptances outstanding......................................... 311,521 Intangible assets...................................... Goodwill............................................ 1,546,125 Other intangible assets............................. 8,497 Other assets........................................... 8,761,129 ----------- Total assets........................................... $87,334,039 =========== LIABILITIES Deposits: In domestic offices................................. $28,254,986 Noninterest-bearing ................................ 10,843,829 Interest-bearing ................................... 17,411,157 In foreign offices, Edge and Agreement subsidiaries, and IBFs............................ 31,999,406 Noninterest-bearing 1,006,193 Interest-bearing 30,993,213 Federal funds purchased and securities sold under agreements to repurchase............................ 6,004,678 Trading liabilities.................................... 2,286,940 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)....... ................... 1,845,865 Bank's liability on acceptances executed and outstanding......................................... 440,362 Subordinated notes and debentures...................... 2,196,000 Other liabilities...................................... 7,606,565 ----------- Total liabilities...................................... $80,634,802 =========== EQUITY CAPITAL Common stock........................................... 1,135,284 Surplus................................................ 1,050,729 Retained earnings...................................... 4,436,230 Accumulated other comprehensive income................. 76,292 Other equity capital components........................ 0 ----------- Total equity capital................................... 6,698,535 ----------- Total liabilities and equity capital................... $87,334,039 ===========
I, Thomas J. Mastro, 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. Thomas J. Mastro, Senior Vice President and Comptroller 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. -- Thomas A. Renyi | Gerald L. Hassell | Directors Alan R. Griffith | -- --------------------------------------------------------------------------------