EX-25.1 8 a2127569zex-25_1.htm 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)           |__|

 

 

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)

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

 

Ohio

34-0244000

(State or other jurisdiction of

(I.R.S. employer

incorporation or organization)

identification no.)

 

 

 

 

 

 

 

 

Highway 50 and Aerojet Road

 

Rancho Cordova, California

95853-7012

(Address of principal executive offices)

(Zip code)

4% Contingent Convertible 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.

 

-2-

 

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 2nd day of February, 2004.

THE BANK OF NEW YORK

 

By:

/S/ ROBERT A. MASSIMILLO

 

Name:

ROBERT A. MASSIMILLO

 

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 September 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.

ASSETS

 

Dollar Amounts In Thousands

 

Cash and balances due from depository institutions:

 

 

 

Noninterest-bearing balances and currency and coin

 

$

3,688,426

 

Interest-bearing balances

 

4,380,259

 

Securities:

 

 

 

Held-to-maturity securities

 

270,396

 

Available-for-sale securities

 

21,509,356

 

Federal funds sold in domestic offices

 

1,269,945

 

Securities purchased under agreements to resell

 

5,320,737

 

Loans and lease financing receivables:

 

 

 

Loans and leases held for sale

 

629,178

 

Loans and leases, net of unearned income

 

38,241,326

 

LESS: Allowance for loan and lease losses

 

813,502

 

Loans and leases, net of unearned income and allowance

 

37,427,824

 

Trading Assets

 

6,323,529

 

Premises and fixed assets (including capitalized leases)

 

938,488

 

Other real estate owned

 

431

 

Investments in unconsolidated subsidiaries and associated companies

 

256,230

 

Customers’ liability to this bank on acceptances outstanding

 

191,307

 

Intangible assets

 

 

 

Goodwill

 

2,562,478

 

Other intangible assets

 

798,536

 

Other assets

 

6,636,012

 

 

 

Total assets

 

$

92,203,132

 

 

 

 

 

LIABILITIES

 

 

 

Deposits:

 

 

 

In domestic offices

 

$

35,637,801

 

Noninterest-bearing

 

15,795,823

 

Interest-bearing

 

19,841,978

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

23,759,599

 

Noninterest-bearing

 

599,397

 

Interest-bearing

 

23,160,202

 

Federal funds purchased in domestic offices

 

464,907

 

Securities sold under agreements to repurchase

 

693,638

 

Trading liabilities

 

2,634,445

 

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

 

11,168,402

 

Bank’s liability on acceptances executed and outstanding

 

193,690

 

Subordinated notes and debentures

 

2,390,000

 

Other liabilities

 

6,573,955

 

Total liabilities

 

$

83,516,437

 

 

 

 

 

Minority interest in consolidated subsidiaries

 

519,418

 

 

 

 

 

EQUITY CAPITAL

 

 

 

Perpetual preferred stock and related  surplus.

 

0

 

Common stock

 

1,135,284

 

Surplus

 

2,057,234

 

Retained earnings

 

4,892,597

 

Accumulated other comprehensive income

 

82,162

 

Other equity capital components

 

0

 

Total equity capital

 

8,167,277

 

Total liabilities minority interest and equity capital

 

$

92,203,132

 

 

 

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

 

 

Directors

Alan R. Griffith