EX-25.1 14 y04700exv25w1.txt FORM T-1 CONFORMED COPY Exhibit 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) HSBC BANK USA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) New York 20-1177241 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 452 Fifth Avenue, New York, NY 10018-2706 (212) 525-5600 (Zip Code) (Address of principal executive offices) Warren L. Tischler, SVP HSBC Bank USA 452 Fifth Avenue New York, New York 10018-2706 Tel: (212) 525-1311 (Name, address and telephone number of agent for service) PHIBRO ANIMAL HEALTH CORPORATION. PHILLIP BROTHERS NETHERLANDS III B.V. (Exact name of obligor as specified in its charter) New York 13-1840497 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Parker Plaza Fort Lee, New Jersey 07024 (Address of principal executive offices) (Zip Code) PHILIPP BROTHERS NETHERLANDS III B.V. The Netherlands Not Applicable (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Rokin 55 1012 KK Amsterdam The Netherlands (201) 944 -6020 Not Applicable (Address of principal executive offices) (Zip Code) 13% Senior secured Units due 2007 (Title of Indenture Securities) General Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject. Comptroller of the Currency, New York, NY. Federal Deposit Insurance Corporation, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None Item 3-15. Not Applicable Item 16. List of Exhibits
Exhibit ------- T1A(i) (1) Copy of the Articles of Association of HSBC Bank USA, National Association. T1A(ii) (1) Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business. T1A(iii) Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA, National Association. T1A(v) Not applicable. T1A(vi) Consent of HSBC Bank USA, National (2) Association required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) Copy of the latest report of condition of the trustee (September 30, 2004), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) Not applicable. T1A(ix) Not applicable.
(1) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto. (2) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-113911 and incorporated herein by reference thereto. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, 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 New York and State of New York on the 13th day of January, 2005. HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ Herawattee Alli ------------------------------------ Herawattee Alli Assistant Vice President EXHIBIT T1A (VII) Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2007 Please refer to page i, Table of 1 Contents, for the required disclosure of estimated burden. CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES -- FFIEC 031 REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 2004 (20040630) ------------- (RCRI 9999) This report is required by law; 12 This report form is to be filed by U.S.C. Section 324 (State member banks); banks with branches and 12 U.S.C. Section 1817 (State nonmember consolidated subsidiaries in U.S. banks); and 12 U.S.C. Section 161 territories and possessions, Edge (National banks). or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. NOTE: The Reports of Condition and The Reports of Condition and Income must be signed by an authorized Income are to be prepared in officer and the Report of Condition must accordance with Federal regulatory be attested to by not less than two authority instructions. directors (trustees) for State nonmember banks and three directors for State We, the undersigned directors member and National Banks. (trustees), attest to the correctness of this Report of Condition (including the I, Joseph R. Simpson, Controller supporting schedules) and declare ------------------------------ that it has been examined by us Name and Title of Officer Authorized and to the best of our knowledge to Sign Report and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. Of the named bank do hereby declare that these Reports of Condition and Income /s/ Sal H. Alfieri (including the supporting schedules) --------------------------------- have been prepared in conformance with Director (Trustee) the instructions issued by the appropriate Federal regulatory authority /s/ Bernard J. Kennedy and are true to the best of my knowledge --------------------------------- and believe. Director (Trustee) /s/ Joseph R. Simpson /s/ Martin Glynn --------------------------------------- --------------------------------- Signature of Officer Authorized Director (Trustee) to Sign Report 11/9/04 --------------------------------------- Date of Signature -------------------------------------------------------------------------------- SUBMISSION OF REPORTS Each Bank must prepare its Reports of For electronic filing assistance, Condition and Income either: contact EDS Call report Services, 2150 N. Prospect Ave.,Milwaukee, WI 53202, telephone (800) 255-1571. (a) in electronic form and then file To fulfill the signature and the computer data file directly attestation requirement for the with the banking agencies' Reports of Condition and Income collection agent, Electronic Data for this report date, attach this System Corporation (EDS), by modem signature page to the hard-copy f or computer diskette; or the completed report that the bank places in its files. b) in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank's computer data file to EDS. FDIC Certificate Number 5 7 8 9 0 (RCRI 9030) http://WWW.BANKING.US.HSBC.COM HSBC Bank USA, NATIONAL ASSOCIATION Legal Title of Bank (TEXT 9010) Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) Wilmington ----------------------------------- (Example: www.examplebank.com) City (TEXT 9130) DE 19801 --------------------------------------------------- State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency REPORT OF CONDITION Consolidated domestic subsidiaries HSBC Bank USA, National Association of Buffalo ---------------------------------------------------------------- Name of Bank City in the state of New York, at the close of business September 30, 2004
Thousands of dollars ASSETS Cash and balances due from depository institutions: a. Non-interest-bearing balances currency and coin $ 3,454,959 b. Interest-bearing balances 2,076,244 Held-to-maturity securities 3,741,506 Available-for-sale securities 14,349,537 Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices 1,150,000 b. Securities purchased under agreements to resell 5,038,148 ------------ Loans and lease financing receivables: Loans and leases held for sale $ 1,320,163 ------------ Loans and leases net of unearned income $65,438,311 ----------- LESS: Allowance for loan and lease losses 339,332 ----------- Loans and lease, net of unearned income, allowance, and reserve $ 65,098,979 Trading assets 15,031,627 Premises and fixed assets 602,577 Other real estate owned 11,347 Investments in unconsolidated subsidiaries 270,750 Customers' liability to this bank on acceptances outstanding 86,959 Intangible assets: Goodwill 2,094,740 Intangible assets: Other intangible assets 378,843 Other assets 3,748,120 Total assets 118,454,499 ------------ LIABILITIES Deposits: In domestic offices 52,730,085 ------------ Non-interest-bearing 7,637,394 ----------- Interest-bearing 45,092,691 ----------- In foreign offices 23,319,518 ------------
Non-interest-bearing 340,118 Interest-bearing 22,979,400 ----------- Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices 267,105 b. Securities sold under agreements to repurchase 1,292,039 Trading Liabilities 10,368,929 Other borrowed money 15,443,222 Bank's liability on acceptances 86,959 Subordinated notes and debentures 2,542,854 Other liabilities 3,260,926 ------------ Total liabilities 109,311,637 ------------ Minority Interests in consolidated Subsidiaries 331 ------------ EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common Stock 2,000 Surplus 7,622,743 Retained earnings 1,560,994 Accumulated other comprehensive income -43,206 Other equity capital components 0 Total equity capital 9,142,531 Total liabilities, minority interests and equity capital 118,454,499 ------------