EX-25.1 11 a2129053zex-25_1.htm EX-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

BNY MIDWEST TRUST COMPANY
(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)

Illinois
(State of incorporation
if not a U.S. national bank)		   36-3800435
(I.R.S. employer
identification no.)

 
 
 
2 North LaSalle Street
Suite 1020
Chicago, Illinois		   60602
(Address of principal executive offices)   (Zip code)

GREAT LAKES DREDGE & DOCK CORPORATION
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   13-3634726
(I.R.S. employer
identification no.)

 
 
 
2122 York Road
Oak Brook, Illinois
(Address of principal executive offices)		   60523
(Zip code)

73/4% Senior Subordinated Notes due 2013, Series B
(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
Office of Banks & Trust Companies
of the State of Illinois		   500 E. Monroe Street
Springfield, Illinois 62701-1532

Federal Reserve Bank of Chicago
 
230 S. LaSalle Street
Chicago, Illinois 60603
    (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 Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.)

    2,3.
    A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.)

    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, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 24th day of March, 2004.


 
BNY Midwest Trust Company

 
 
 

 
By:
/s/  R. ELLWANGER      
Name:  R. ELLWANGER
Title:    ASSISTANT VICE PRESIDENT

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OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION
OF

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602

        Including the institution's domestic and foreign subsidiaries completed as of the close of business on December 31, 2003, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois.

 
    
   Thousands of Dollars
 
    
   (000)
    ASSETS    

1.
 
Cash and Due from Depository Institutions
 
40,626

2.
 
U.S. Treasury Securities
 
-0-

3.
 
Obligations of States and Political Subdivisions
 
-0-

4.
 
Other Bonds, Notes and Debentures
 
-0-

5.
 
Corporate Stock
 
-0-

6.
 
Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises
 
741

7.
 
Accounts Receivable
 
5,938

8.
 
Goodwill
 
86,813

9.
 
Intangibles
 
-0-

10.
 
Other Assets
 
59

 
 
(Itemize amounts greater than 15% of Line 10)
 
 

Deferred Expenses
 
45

Accrued Interest Receivable—Intercompany
 
14
11.   TOTAL ASSETS   134,177

1

    LIABILITIES    

12.
 
Accounts Payable
 
-0-

13.
 
Taxes Payable
 
2,810

14.
 
Other Liabilities for Borrowed Money
 
25,425

15.
 
Other Liabilities
 
 

 
 
(Itemize amounts greater than 15% of Line 14)
 
 
 
Reserve for Taxes
 
8,770

 
 
 
 
10,332

16.
 
TOTAL LIABILITIES
 
38,567

 
 
EQUITY CAPITAL
 
 

17.
 
Preferred Stock
 
-0-

18.
 
Common Stock
 
2,000

19.
 
Surplus
 
67,130

20.
 
Reserve for Operating Expenses
 
-0-

21.
 
Retained Earnings (Loss)
 
26,480

22.
 
TOTAL EQUITY CAPITAL
 
95,610

23.
 
TOTAL LIABILITIES AND EQUITY CAPITAL
 
134,177

2

I,   Robert L. DePaola, Vice President
(Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.

/s/ Robert L. DePaola
(Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 23rd day of January          , 2004.

My Commission expires May 15, 2007.

        /s/ Joseph A. Giacobino, Notary Public

(Notary Seal)

Person to whom Supervisory Staff should direct questions concerning this report.

Emmie Chan
Name		   Assistant Treasurer
Title

(212) 437-5639
Telephone Number (Extension)

eychan@bankofny.com
E-mail
 
 

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