EX-25.1 6 a2161095zex-25_1.htm EXHIBIT 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


THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank)
  13-5160382
(I.R.S. employer
identification no.)

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

 

10286
(Zip code)

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

Delaware
(State or other jurisdiction of
incorporation or organization)
  38-2513957
(I.R.S. employer
identification no.)

ER Acquisition Corp.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  38-3422614
(I.R.S. employer
identification no.)

GMTI Holding Company
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  90-0044261
(I.R.S. employer
identification no.)

Halyard Aviation Services, Inc.
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)
  90-0044260
(I.R.S. employer
identification no.)

MASG Disposition, Inc.
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)
  38-2509882
(I.R.S. employer
identification no.)

MASX Energy Services Group, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  38-2248592
(I.R.S. employer
identification no.)

Metaldyne Accura Tool & Mold, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  36-4134012
(I.R.S. employer
identification no.)

Metaldyne Company LLC
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  None
(I.R.S. employer
identification no.)

Metaldyne DuPage Die Casting Corporation
(Exact name of obligor as specified in its charter)

Illinois
(State or other jurisdiction of
incorporation or organization)
  36-2233897
(I.R.S. employer
identification no.)

Metaldyne Europe, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  38-2783435
(I.R.S. employer
identification no.)

Metaldyne Lester Precision Die Casting, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  36-4204422
(I.R.S. employer
identification no.)

Metaldyne Light Metals Company, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  36-4204419
(I.R.S. employer
identification no.)

Metaldyne Machining and Assembly Company, Inc.
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)
  38-1225111
(I.R.S. employer
identification no.)

Metaldyne Precision Forming-Fort Wayne, Inc.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)
  35-1767542
(I.R.S. employer
identification no.)

Metaldyne Services, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  38-2523834
(I.R.S. employer
identification no.)

Metaldyne Sintered Components, LLC
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  25-1231600
(I.R.S. employer
identification no.)

Metaldyne Sintered Components of Indiana, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  38-2977520
(I.R.S. employer
identification no.)

Metaldyne Tubular Products, Inc.
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)
  38-2126248
(I.R.S. employer
identification no.)

Metaldyne U.S. Holding Co.
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)
  38-3355783
(I.R.S. employer
identification no.)

Precision Headed Products, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  38-3386091
(I.R.S. employer
identification no.)

Punchcraft Company
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)
  38-3212117
(I.R.S. employer
identification no.)

Stahl International, Inc.
(Exact name of obligor as specified in its charter)

Tennessee
(State or other jurisdiction of
incorporation or organization)
  62-1411205
(I.R.S. employer
identification no.)

W.C. McCurdy & Co.
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)
  38-1494328
(I.R.S. employer
identification no.)

Windfall Products, Inc.
(Exact name of obligor as specified in its charter)

Pennsylvania
(State or other jurisdiction of
incorporation or organization)
  25-1300079
(I.R.S. employer
identification no.)

Windfall Specialty Powders, Inc.
(Exact name of obligor as specified in its charter)

Pennsylvania
(State or other jurisdiction of
incorporation or organization)
  25-1602774
(I.R.S. employer
identification no.)

47659 Halyard Drive
Plymouth, Michigan
(Address of principal executive offices)

 


48170
(Zip code)

10% Senior Notes due 2013
(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
  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, 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, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

    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. 333-106702.)

    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 15th day of July, 2005.


 

 

THE BANK OF NEW YORK

 

 

By:

 

/s/  
VAN K. BROWN      
Name: Van K. Brown
Title: Vice President

3


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 March 31, 2005, 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   $ 2,292,000
  Interest-bearing balances     7,233,000
Securities:      
  Held-to-maturity securities     1,831,000
  Available-for-sale securities     21,039,000
Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices     1,965,000
  Securities purchased under agreements to resell     379,000
Loans and lease financing receivables:      
  Loans and leases held for sale     35,000
  Loans and leases, net of unearned income     31,461,000
  LESS: Allowance for loan and lease losses     579,000
  Loans and leases, net of unearned income and allowance     30,882,000
Trading Assets     4,656,000
Premises and fixed assets (including capitalized leases)     832,000
Other real estate owned     0
Investments in unconsolidated subsidiaries and associated companies     269,000
Customers' liability to this bank on acceptances outstanding     54,000
Intangible assets:      
  Goodwill     2,042,000
  Other intangible assets     740,000
Other assets     5,867,000
   
Total assets   $ 80,116,000
   
       

4



LIABILITIES

 

 

 
Deposits:      
  In domestic offices   $ 34,241,000
  Noninterest-bearing     15,330,000
  Interest-bearing     18,911,000
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     25,464,000
  Noninterest-bearing     548,000
  Interest-bearing     24,916,000
  Federal funds purchased and securities sold under agreements to repurchase Federal funds purchased in domestic offices     735,000
  Securities sold under agreements to repurchase     121,000
Trading liabilities     2,780,000
Other borrowed money:
    (includes mortgage indebtedness and obligations under capitalized leases)
    1,560,000
Not applicable      
Bank's liability on acceptances executed and outstanding     55,000
Subordinated notes and debentures     1,440,000
Other liabilities     5,803,000
   

Total liabilities

 

$

72,199,000
   

Minority interest in consolidated subsidiaries

 

 

141,000

EQUITY CAPITAL

 

 

 
Perpetual preferred stock and related surplus     0
Common stock     1,135,000
Surplus (exclude all surplus related to preferred stock)     2,088,000
Retained earnings     4,643,000
Accumulated other comprehensive income     -90,000
Other equity capital components     0
Total equity capital     7,776,000
   
Total liabilities, minority interest, and equity capital   $ 80,116,000
   

5


        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   ]    

6




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