EX-25.1 6 a2124753zex-25_1.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 MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. NATIONAL BANKING ASSOCIATION 41-1592157 41-1592157 (Jurisdiction of incorporation or organization if not a U.S. (I.R.S. Employer Identification No.) national bank) SIXTH STREET AND MARQUETTE AVENUE 55479 MINNEAPOLIS, MINNESOTA (Zip code) (Address of principal executive offices)
STANLEY S. STROUP, GENERAL COUNSEL WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION SIXTH STREET AND MARQUETTE AVENUE MINNEAPOLIS, MINNESOTA 55479 (612) 667-1234 (Agent for Service) -------------------- MERCER INTERNATIONAL INC. (Exact name of obligor as specified in its charter)
WASHINGTON 91-6087550 (State or other jurisdiction of incorporation or organization)) (I.R.S. Employer Identification No.) 14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WA 98168 (Address of principal executive offices) (Zip code)
-------------------- CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2010 (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. The Board of Governors of the Federal Reserve System Washington, D.C. (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. Wells Fargo Bank Minnesota, National Association incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1 a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2 a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* 2 c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983, from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988, from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000, from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* 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 exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, 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 4th day of December, 2003. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION /s/ Michael G. Slade --------------------------- Michael G. Slade Assistant Vice President 4 EXHIBIT 6 December 4, 2003 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 MINNESOTA, NATIONAL ASSOCIATION /s/ Michael G. Slade ---------------------------- Michael G. Slade Assistant Vice President Consolidated Report of Condition of Wells Fargo Bank Minnesota, National Association of Sixth Street and Marquette Avenue, Minneapolis, MN 55479 And Foreign and Domestic Subsidiaries, at the close of business September 30, 2003, filed in accordance with 12 U.S.C. s.161 for National Banks.
Dollar Amounts In Millions -------------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 1,736 Interest-bearing balances 2 Securities: Held-to-maturity securities 0 Available-for-sale securities 1,659 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 7,165 Securities purchased under agreements to resell 30 Loans and lease financing receivables: Loans and leases held for sale 19,457 Loans and leases, net of unearned income 19,967 LESS: Allowance for loan and lease losses 283 Loans and leases, net of unearned income and allowance 19,684 Trading Assets 153 Premises and fixed assets (including capitalized leases) 183 Other real estate owned 11 Investments in unconsolidated subsidiaries and associated companies 0 Customers' liability to this bank on acceptances outstanding 30 Intangible assets Goodwill 291 Other intangible assets 10 Other assets 1,509 ----------- Total assets $51,920 =========== LIABILITIES Deposits: In domestic offices $34,250 Noninterest-bearing 21,468 Interest-bearing 12,782 In foreign offices, Edge and Agreement subsidiaries, and IBFs 5,458 Noninterest-bearing 0 Interest-bearing 5,458 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 1,440 Securities sold under agreements to repurchase 1,303
Dollar Amounts In Millions -------------- Trading liabilities 2 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 4,769 Bank's liability on acceptances executed and outstanding 30 Subordinated notes and debentures 0 Other liabilities 951 ------- Total liabilities $48,203 Minority interest in consolidated subsidiaries 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 100 Surplus (exclude all surplus related to preferred stock) 2,134 Retained earnings 1,421 Accumulated other comprehensive income 62 Other equity capital components 0 -------- Total equity capital 3,717 -------- Total liabilities, minority interest, and equity capital $51,920 ========
I, Karen B. Martin, 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. Karen B. Martin 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. Jon R. Campbell Marilyn A. Dahl Directors Gerald B. Stenson