EX-25.1 8 l07377bexv25w1.txt EXHIBIT 25.1 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 57104 SIOUX FALLS, SOUTH DAKOTA (Zip code) (Address of principal executive offices) 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) ----------------------------- THE LUBRIZOL CORPORATION(1) (Exact name of obligor as specified in its charter) OHIO 34-0367600 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 29400 LAKELAND BOULEVARD WICKLIFFE, OHIO 44092 (Address of principal executive (Zip code) offices) ----------------------------- DEBT SECURITIES (Title of the indenture securities) ================================================================================ (1) See Table 1 for list of additional obligors Table 1
JURISDICTION OF I.R.S. EMPLOYER EXACT NAME OF ADDITIONAL OBLIGORS FORMATION IDENTIFICATION ---------------------------------- --------- -------------- 1500 West Elizabeth Corporation New Jersey 22-3838065 Carroll Scientific Inc. Illinois 34-1868206 Chemron Corporation Delaware 34-1938280 CPI Engineering Services, Inc. Michigan 38-2050864 Engine Control Systems Ltd. Nevada 88-0191671 Gateway Additive Company Nevada 31-1590777 Lubricant Investments, Inc. Ohio 34-1563459 Lubrizol China, Inc. Ohio 34-1792061 Lubrizol Enterprises, Inc. Delaware 34-1502387 Lubrizol Foam Control Additives, Inc. South Carolina 57-0686272 Lubrizol Inter-Americas Corporation Nevada 34-1368171 Lubrizol International Management Corporation Nevada 34-1323089 Lubrizol Overseas Trading Corporation Delaware 51-6146748 Lubrizol Performance Systems Inc. Georgia 58-0678914 MPP Pipeline Corporation Delaware 76-0412052 Noveon International, Inc. Delaware 13-4143923 Noveon, Inc. Delaware 13-4143915 FCC Acquisition Corp. Delaware 23-2791891 Noveon China, Inc. Delaware 31-1567152 Noveon Diamalt, Inc. Delaware 22-3481037 Noveon FC, Inc. Delaware 51-0340498 Noveon Hilton Davis, Inc. Delaware 95-4071292 Noveon Holding Corporation Delaware 31-1231786 Noveon IP Holdings Corp. Illinois 52-2310708 Noveon Kalama, Inc. Washington 91-0862423 Noveon Textile Chemicals, Inc. Delaware 56-1767492 Performance Materials I Inc. Delaware 51-0408646
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 T-3 dated March 3, 2004 of Trans-Lux Corporation 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 T-3 dated March 3, 2004 of Trans-Lux Corporation 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 T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. 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 Minneapolis and State of Minnesota on the 27th day of July 2004. WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Michael T. Lechner --------------------------------------- Michael T. Lechner Assistant Vice President EXHIBIT 6 July 27, 2004 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/ Michael T. Lechner --------------------------------------- Michael T. Lechner Assistant 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, 2004, filed in accordance with 12 U.S.C. Section 161 for National Banks.
Dollar Amounts In Millions ----------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 13,890 Interest-bearing balances 6,251 Securities: Held-to-maturity securities 0 Available-for-sale securities 27,661 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 1,436 Securities purchased under agreements to resell 170 Loans and lease financing receivables: Loans and leases held for sale 29,359 Loans and leases, net of unearned income 233,785 LESS: Allowance for loan and lease losses 2,629 Loans and leases, net of unearned income and allowance 231,156 Trading Assets 8,314 Premises and fixed assets (including capitalized leases) 2,787 Other real estate owned 180 Investments in unconsolidated subsidiaries and associated companies 284 Customers' liability to this bank on acceptances outstanding 69 Intangible assets Goodwill 7,915 Other intangible assets 6,871 Other assets 11,217 -------- Total assets $347,560 ======== LIABILITIES Deposits: In domestic offices $240,660 Noninterest-bearing 78,496 Interest-bearing 162,164 In foreign offices, Edge and Agreement subsidiaries, and IBFs 15,087 Noninterest-bearing 3 Interest-bearing 15,084 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 18,617 Securities sold under agreements to repurchase 3,028
Dollar Amounts In Millions ----------- Trading liabilities 4,973 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 18,180 Bank's liability on acceptances executed and outstanding 69 Subordinated notes and debentures 4,824 Other liabilities 9,494 -------- Total liabilities $314,932 Minority interest in consolidated subsidiaries 70 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 520 Surplus (exclude all surplus related to preferred stock) 23,424 Retained earnings 7,812 Accumulated other comprehensive income 802 Other equity capital components 0 -------- Total equity capital 32,558 -------- Total liabilities, minority interest, and equity capital $347,560 ========
I, James E. Hanson, Vice President 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. James E. Hanson Vice President 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. Howard Atkins Dave Hoyt Directors John Stumpf