EX-25.1 9 a2078344zex-25_1.htm EX-25.1
QuickLinks -- Click here to rapidly navigate through this document

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)        o


THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York   13-5160382
(State of incorporation
if not a U.S. national bank)
  (I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.

 

10286
(Address of principal executive offices)   (Zip code)

GenCorp Inc.
(Exact name of obligor as specified in its charter)

Ohio   34-0244000
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Rancho Cordova, California

 


95853-7012
(Address of principal executive offices)   (Zip code)

53/4% Subordinated Notes
(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
Superintendent of Banks of the State of New York   2 Rector Street, 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.


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 6th day of May, 2002.

    THE BANK OF NEW YORK

 

 

By:

 

/s/  
ROBERT A. MASSIMILLO      
Name: ROBERT A. MASSIMILLO
Title: VICE PRESIDENT

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 December 31, 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 In Thousands
ASSETS      
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 3,163,218
  Interest-bearing balances     5,923,554
Securities:      
  Held-to-maturity securities     1,210,537
  Available-for-sale securities     9,596,941
Federal funds sold and Securities purchased under agreements to resell     4,723,579
Loans and lease financing receivables:      
  Loans and leases held for sale     1,104,560
  Loans and leases, net of unearned income     36,204,516
  LESS: Allowance for loan and lease losses     608,227
  Loans and leases, net of unearned income and allowance     35,596,289
Trading Assets     8,039,857
Premises and fixed assets (including capitalized leases)     836,786
Other real estate owned     1,292
Investments in unconsolidated subsidiaries and associated companies     207,616
Customers' liability to this bank on acceptances outstanding     292,295
Intangible assets      
  Goodwill     1,579,965
  Other intangible assets     18,971
Other assets     5,723,285
   

Total assets   $ 78,018,745
   
LIABILITIES      
Deposits:      
  In domestic offices   $ 28,786,182
  Noninterest-bearing     12,264,352
  Interest-bearing     16,521,830
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     27,024,257
  Noninterest-bearing     407,933
  Interest-bearing     26,616,325
Federal funds purchased and securities sold under agreements to repurchase     1,872,762
Trading liabilities     2,181,529
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)     1,692,630
Bank's liability on acceptances executed and outstanding     336,900
Subordinated notes and debentures     1,940,000
Other liabilities     7,217,748
   
Total liabilities   $ 71,052,008
   
EQUITY CAPITAL      
Common stock     1,135,284
Surplus     1,050,729
Retained earnings     4,266,676
Accumulated other comprehensive income     13,733
Other equity capital components     0
   
Total equity capital     6,466,422
   
Total liabilities and equity capital   $ 78,015,745
   

        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




QuickLinks

SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,