EX-25.1 32 a2118232zex-25_1.htm EXHIBIT 25.1
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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
(State of incorporation
if not a U.S. national bank)		   13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices)
 
10286
(Zip code)

GenCorp Inc.
(Exact name of obligor as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)		   34-0244000
(I.R.S. employer
identification no.)

GenCorp Inc.
Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 


95670
(Zip code)

Aerojet Fine Chemicals LLC
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)		   68-0421004
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Building 05019
Ranch Cordova, CA
(Address of principal executive offices)
 


95670
(Zip code)

Aerojet-General Corporation
(Exact name of obligor as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)		   95-175-1500
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 

95670
(Zip code)
     

Aerojet Investments Ltd.
(Exact name of obligor as specified in its charter)
California
(State or other jurisdiction of
incorporation or organization)		   68-0400628
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 

95670
(Zip code)

Aerojet Ordnance Tennessee, Inc.
(Exact name of obligor as specified in its charter)
Tennessee
(State or other jurisdiction of
incorporation or organization)		   62-0810566
(I.R.S. employer
identification no.)

Old Highway 11 East
Jonesborough, TN
(Address of principal executive offices)
 

37659
(Zip code)

GenCorp Property Inc.
(Exact name of obligor as specified in its charter)
California
(State or other jurisdiction of
incorporation or organization)		   68-0464686
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 

95670
(Zip code)

GDX Automotive Inc.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)		   38-3283550
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 

95670
(Zip code)

GDX LLC
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)		   68-0464685
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 

95670
(Zip code)

Penn International Inc.
(Exact name of obligor as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)		   34-6514222
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 

95670
(Zip code)

RKO General, Inc.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)		   13-1193040
(I.R.S. employer
identification no.)

Highway 50 and Aerojet Road
Ranch Cordova, CA
(Address of principal executive offices)
 

95670
(Zip code)

91/2% 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
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.

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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 17th day of September, 2003.

    THE BANK OF NEW YORK

 
 
By:
/s/  MARY LAGUMINA      
Name:  Mary Lagumina
Title:    Vice President

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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 June 30, 2003, 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       $ 4,257,371
  Interest-bearing balances         6,048,782
Securities:          
  Held-to-maturity securities         373,479
  Available-for-sale securities         18,918,169
Federal funds sold in domestic offices         6,689,000
Securities purchased under agreements to resell         5,293,789
Loans and lease financing receivables:          
  Loans and leases held for sale         616,186
  Loans and leases, net of unearned income   38,342,282      
  LESS: Allowance for loan and lease losses   819,982      
  Loans and leases, net of unearned income and allowance         37,522,300
Trading Assets         5,741,193
Premises and fixed assets (including capitalized leases)         958,273
Other real estate owned         441
Investments in unconsolidated subsidiaries and associated companies         257,626
Customers' liability to this bank on acceptances outstanding         159,995
Intangible assets          
  Goodwill         2,554,921
  Other intangible assets         805,938
Other assets         6,285,971
       
Total assets       $ 96,483,434
       
LIABILITIES          
Deposits:          
  In domestic offices       $ 37,264,787
  Noninterest-bearing   15,357,289      
  Interest-bearing   21,907,498      
  In foreign offices, Edge and Agreement subsidiaries, and IBFs         28,018,241
  Noninterest-bearing   1,026,601      
  Interest-bearing   26,991,640      
Federal funds purchased in domestic offices         739,736
Securities sold under agreements to repurchase         465,594
Trading liabilities         2,456,565
Other borrowed money:          
  (includes mortgage indebtedness and obligations under capitalized leases)         8,994,708
Bank's liability on acceptances executed and outstanding         163,277
Subordinated notes and debentures         2,400,000
Other liabilities         7,446,726
       
Total liabilities       $ 87,949,634
       
Minority interest in consolidated subsidiaries         519,472
EQUITY CAPITAL          
Perpetual preferred stock and related surplus         0
Common stock         1,135,284
Surplus         2,056,273
Retained earnings         4,694,161
Accumulated other comprehensive income         128,610
Other equity capital components         0
Total equity capital         8,014,328
       
Total liabilities minority interest and equity capital       $ 96,483,434
       

        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct 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 statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith		   ]  
Directors

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