EX-25.1 9 c65594_ex25-1.htm

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)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association

 

94-1347393

(Jurisdiction of incorporation or

 

(I.R.S. Employer

organization if not a U.S. national

 

Identification No.)

bank)

 

 

 

 

 

101 North Phillips Avenue

 

 

Sioux Falls, South Dakota

 

57104

(Address of principal executive offices)

 

(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)


GRIFFON CORPORATION
(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

11-1893410

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

TABLE OF ADDITIONAL REGISTRANTS

 

 

 

 

 

EXACT NAME OF ADDITIONAL
REGISTRANT AS
SPECIFIED IN ITS CHARTER

 

STATE OR OTHER
JURISDICTION OF
INCORPORATION

 

IRS EMPLOYEE
IDENTIFICATION NUMBER


 


 


Clopay Building Products Company, Inc.

 

Delaware

 

11-2808682

Clopay Plastic Products Company, Inc.

 

Delaware

 

11-2808683

Telephonics Corporation

 

Delaware

 

52-0897556

Ames True Temper, Inc.

 

Delaware

 

22-2335400


 

 

712 Fifth Avenue, 18th Floor

 

New York, New York

10019

(Address of principal executive offices)

(Zip code)



7.125% Senior Notes due 2018
(Title of the indenture securities)




 

 

 

Item 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.

 

 

 

 

 

Comptroller of the Currency

 

 

Treasury Department

 

 

Washington, D.C.

 

 

 

 

 

Federal Deposit Insurance Corporation

 

 

Washington, D.C.

 

 

 

 

 

Federal Reserve Bank of San Francisco

 

 

San Francisco, California 94120

 

 

 

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

 

 

 

 

The trustee is authorized to exercise corporate trust powers.

 

 

 

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

 

 

 

 

None with respect to the trustee.

 

 

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

 

Item 15. Foreign Trustee.           Not applicable.

 

Item 16. List of Exhibits.           List below all exhibits filed as a part of this Statement of Eligibility.


 

 

 

 

Exhibit 1.

A copy of the Articles of Association of the trustee now in effect.*

 

 

 

 

Exhibit 2.

A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

 

 

 

 

Exhibit 3.

See Exhibit 2

 

 

 

 

Exhibit 4.

Copy of By-laws of the trustee as now in effect.***

 

 

 

 

Exhibit 5.

Not applicable.

 

 

 

 

Exhibit 6.

The consent of the trustee required by Section 321(b) of the Act.

 

 

 

 

Exhibit 7.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

 

 

 

Exhibit 8.

Not applicable.

 

 

 

 

Exhibit 9.

Not applicable.



* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, 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 2nd day of June, 2011.

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

/s/ Martin G. Reed

 


 

Martin G. Reed

 

Vice President



EXHIBIT 6

June 2, 2011

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

 

 

 

Very truly yours,

 

 

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

 

/s/ Martin G. Reed

 

 


 

 

Martin G. Reed

 

 

Vice President

 



Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.

 

 

 

 

 

 

 

 

 

 

 

 

 

Dollar Amounts
In Millions

 

 

 

 

 

 


 

ASSETS

 

 

 

 

 

 

 

Cash and balances due from depository institutions:

 

 

 

 

 

 

 

Noninterest-bearing balances and currency and coin

 

 

 

 

$

17,369

 

Interest-bearing balances

 

 

 

 

 

74,672

 

Securities:

 

 

 

 

 

 

 

Held-to-maturity securities

 

 

 

 

 

0

 

Available-for-sale securities

 

 

 

 

 

145,551

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

 

 

Federal funds sold in domestic offices

 

 

 

 

 

6,481

 

Securities purchased under agreements to resell

 

 

 

 

 

10,955

 

Loans and lease financing receivables:

 

 

 

 

 

 

 

Loans and leases held for sale

 

 

 

 

 

19,408

 

Loans and leases, net of unearned income

 

 

686,307

 

 

 

 

LESS: Allowance for loan and lease losses

 

 

18,779

 

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

 

 

667,528

 

Trading Assets

 

 

 

 

 

34,595

 

Premises and fixed assets (including capitalized leases)

 

 

 

 

 

8,062

 

Other real estate owned

 

 

 

 

 

5,290

 

Investments in unconsolidated subsidiaries and associated companies

 

 

 

 

 

588

 

Direct and indirect investments in real estate ventures

 

 

 

 

 

108

 

Intangible assets

 

 

 

 

 

 

 

Goodwill

 

 

 

 

 

20,936

 

Other intangible assets

 

 

 

 

 

27,181

 

Other assets

 

 

 

 

 

54,306

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Total assets

 

 

 

 

$

1,093,030

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

In domestic offices

 

 

 

 

$

749,729

 

Noninterest-bearing

 

 

171,738

 

 

 

 

Interest-bearing

 

 

577,991

 

 

 

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

 

 

 

93,508

 

Noninterest-bearing

 

 

1,895

 

 

 

 

Interest-bearing

 

 

91,613

 

 

 

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

 

 

Federal funds purchased in domestic offices

 

 

 

 

 

1,809

 

Securities sold under agreements to repurchase

 

 

 

 

 

14,094

 




 

 

 

 

 

 

 

Dollar Amounts
In Millions

 

 

 


 

 

 

 

 

Trading liabilities

 

 

19,802

 

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

 

 

38,506

 

Subordinated notes and debentures

 

 

17,445

 

Other liabilities

 

 

32,953

 

 

 

 

 

 

 

 



 

Total liabilities

 

$

967,846

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

Perpetual preferred stock and related surplus

 

 

0

 

Common stock

 

 

519

 

Surplus (exclude all surplus related to preferred stock)

 

 

98,980

 

Retained earnings

 

 

19,029

 

Accumulated other comprehensive income

 

 

5,381

 

Other equity capital components

 

 

0

 

 

 

 

 

 

 

 



 

Total bank equity capital

 

 

123,909

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

 

1,275

 

 

 



 

 

 

 

 

 

Total equity capital

 

 

125,184

 

 

 

 

 

 

 

 



 

Total liabilities, and equity capital

 

$

1,093,030

 

 

 



 

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 

 

 

Timothy J. Sloan

 

EVP & CFO

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 appropriate Federal regulatory authority and is true and correct.

 

 

John Stumpf

Directors

Dave Hoyt

 

Michael Loughlin