EX-25 7 d871428dex25.htm EX-25 EX-25

Exhibit 25

 

 

 

UNITED STATES

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)

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

 

 

New York   13-5160382

(Jurisdiction of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

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

 

 

General Dynamics Corporation

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   13-1673581

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

2941 Fairview Park Drive, Suite 100

Falls Church, Virginia

  22042-4513
(Address of principal executive offices)   (Zip code)


 

American Overseas Marine Company, LLC

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   43-1273477

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

100 Newport Avenue Extension

Quincy, Massachusetts

  02171
(Address of principal executive offices)   (Zip code)

 

 

Bath Iron Works Corporation

(Exact name of obligor as specified in its charter)

 

 

 

Maine   39-1343528

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

700 Washington Street

Bath, Maine

  04530
(Address of principal executive offices)   (Zip code)

 

 

Electric Boat Corporation

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   51-0369496

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

75 Eastern Point Road

Groton, Connecticut

  06340-4989
(Address of principal executive offices)   (Zip code)

 

- 2 -


 

General Dynamics Government Systems Corporation

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   16-1190245

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

2941 Fariview Park Drive, Suite 100

Falls Church, Virginia

  22042-4513
(Address of principal executive offices)   (Zip code)

 

 

General Dynamics Land Systems Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   54-0582680

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

38500 Mound Road

Sterling Heights, Michigan

  48310-3268
(Address of principal executive offices)   (Zip code)

 

 

General Dynamics Ordnance and Tactical Systems, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Virginia   06-1458069

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

11399 16th Court North, Suite 200

St. Petersburg, Florida

  33716
(Address of principal executive offices)   (Zip code)

 

- 3 -


 

General Dynamics-OTS, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   54-1828437

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

11399 16th Court North, Suite 200

St. Petersburg, Florida

  33716
(Address of principal executive offices)   (Zip code)

 

 

Gulfstream Aerospace Corporation

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   13-3554834

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

500 Gulfstream Road

Savannah, Georgia

  31408
(Address of principal executive offices)   (Zip code)

 

 

National Steel and Shipbuilding Company

(Exact name of obligor as specified in its charter)

 

 

 

Nevada   95-2076637

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

P.O. Box 85278

San Diego, California

  92186-5278
(Address of principal executive offices)   (Zip code)

 

 

Debt Securities

and Guarantees of Debt Securities

(Title of the indenture securities)

 

 

 

 

- 4 -


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 the Department of Financial Services of the State of New York   One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York   33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation   Washington, D.C. 20429
New York Clearing House Association   New York, N.Y. 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 Mellon (formerly known as The Bank of New York, itself 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, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

- 5 -


  4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382).

 

  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. 333-188382).

 

  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.

 

- 6 -


SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, 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 Woodland Park, and State of New Jersey, on the 11th day of March, 2015.

 

THE BANK OF NEW YORK MELLON
By:

/s/ Laurence J. O’Brien

Name: Laurence J. O’Brien
Title: Vice President

 

- 7 -


EXHIBIT 7

 

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

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 December 31, 2014, 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

     6,317,000   

Interest-bearing balances

     105,168,000   

Securities:

  

Held-to-maturity securities

     20,186,000   

Available-for-sale securities

     95,176,000   

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     70,000   

Securities purchased under agreements to resell

     10,534,000   

Loans and lease financing receivables:

  

Loans and leases held for sale

     21,000   

Loans and leases, net of unearned income

     35,904,000   

LESS: Allowance for loan and lease losses

     168,000   

Loans and leases, net of unearned income and allowance

     35,736,000   

Trading assets

     7,279,000   

Premises and fixed assets (including capitalized leases)

     1,043,000   

Other real estate owned

     3,000   

Investments in unconsolidated subsidiaries and associated companies

     556,000   

Direct and indirect investments in real estate ventures

     0   

Intangible assets:

  

Goodwill

     6,405,000   

Other intangible assets

     1,152,000   


Other assets

  14,520,000   
  

 

 

 

Total assets

  304,166,000   
  

 

 

 

LIABILITIES

Deposits:

In domestic offices

  137,928,000   

Noninterest-bearing

  95,930,000   

Interest-bearing

  41,998,000   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

  119,551,000   

Noninterest-bearing

  8,281,000   

Interest-bearing

  111,270,000   

Federal funds purchased and securities sold under agreements to repurchase:

Federal funds purchased in domestic offices

  2,155,000   

Securities sold under agreements to repurchase

  3,490,000   

Trading liabilities

  6,798,000   

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

  5,925,000   

Not applicable

Not applicable

Subordinated notes and debentures

  765,000   

Other liabilities

  6,284,000   
  

 

 

 

Total liabilities

  282,896,000   
  

 

 

 

EQUITY CAPITAL

Perpetual preferred stock and related surplus

  0   

Common stock

  1,135,000   

Surplus (exclude all surplus related to preferred stock)

  10,061,000   

Retained earnings

  10,852,000   

Accumulated other comprehensive income

  -1,128,000   

Other equity capital components

  0   

Total bank equity capital

  20,920,000   

Noncontrolling (minority) interests in consolidated subsidiaries

  350,000   

Total equity capital

  21,270,000   
  

 

 

 

Total liabilities and equity capital

  304,166,000   
  

 

 

 


I, Thomas P. Gibbons, Chief Financial Officer 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 P. Gibbons,            

Chief Financial Officer            

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.

 

Gerald L. Hassell

Catherine A. Rein

Michael J. Kowalski

  Directors