-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNbLeVNdxPzZBc2jwLgiZAglauF9CYLtPoU+W8ONuCkHNmBMEnIlBzDFpUpGtih+ fNWhXvSsMVPNSi+Qr3WIlw== 0001012870-02-000860.txt : 20020414 0001012870-02-000860.hdr.sgml : 20020414 ACCESSION NUMBER: 0001012870-02-000860 CONFORMED SUBMISSION TYPE: T-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC AEROSPACE & ELECTRONICS INC CENTRAL INDEX KEY: 0000790023 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 911744587 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-28566 FILM NUMBER: 02556328 BUSINESS ADDRESS: STREET 1: 430 OLDS STATION RD CITY: WENATCHEE STATE: WA ZIP: 98801 BUSINESS PHONE: 5096679600 MAIL ADDRESS: STREET 1: 430 OLDS STATION ROAD CITY: WENATCHEE STATE: WA ZIP: 98801 FORMER COMPANY: FORMER CONFORMED NAME: PCT HOLDINGS INC /NV/ DATE OF NAME CHANGE: 19950223 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES SYSTEMS LTD DATE OF NAME CHANGE: 19890618 T-3/A 1 dt3a.txt AMENDMENT #2 TO FORM T-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM T-3/A (AMENDMENT NO. 2) FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 PACIFIC AEROSPACE & ELECTRONICS, INC. (Name of applicant) 430 Olds Station Road, Third Floor Wenatchee, WA 98801 (509) 667-9600 (telephone) (509) 667-9696 (facsimile) (Address of principal executive offices) ---------- SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED Title of Class Amount - ----------------------------------- ---------------------------------- 10% Senior Subordinated Pay-In-Kind Initial aggregate principal amount Notes Due 2007 of $15,000,000 (increasing for interest paid in kind) Approximate date of proposed public offering: As soon as practicable after this application for qualification becomes effective. Name and address of agent for service: Donald A. Wright 430 Olds Station Road, Third Floor Wenatchee, WA 98801 (509) 667-9600 (telephone) (509) 667-9696 (facsimile) Copy to: Kenneth J. Baronsky, Esq. Milbank, Tweed, Hadley & McCloy LLP 601 S. Figueroa Street, 30th Floor Los Angeles, CA 90017 (213) 892-4000 (telephone) (213) 629-5063 (facsimile) ---------- The Applicant hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment that specifically states that it shall supersede this Application for Qualification or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant. Explanatory Note. This Amendment No. 2 to Form T-3 is being filed for the purposes of filing the Cross-Reference Sheet, attached hereto as Exhibit T3F, which was not previously filed with the Amendment No. 1 to Form T-3. CONTENTS OF APPLICATION FOR QUALIFICATIONS. This application for qualification comprises: (a) Pages 1-3, consecutively, plus exhibit. (b) The statement of eligibility and qualification on Form T-1 of Bank of New York, as Trustee under the Indenture./(1)/ (c) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of such Trustee: Exhibit T3A - Articles of Incorporation of the Company, as amended. /(2)/ Exhibit T3B - Bylaws of the Company./(3)/ Exhibit T3C - Form of Indenture./(4)/ Exhibit T3D - Not applicable. Exhibit T3E - Not applicable. Exhibit T3F - Cross-Reference Sheet showing the location in the Indenture filed herewith as Exhibit T3C of the provisions therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act. (d) Annex I - List of Subsidiary Guarantors./(1)/ - -------------------- /(1)/ Incorporated by reference to the Form T-3 filed by the Company on February 8, 2002. /(2)/ Incorporated by reference to the Company's Current Report on Form 8-K filed on December 12, 1996. /(3)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending August 31, 2000. /(4)/ Incorporated by reference to the Form T-3/A (Amendment No. 1) filed by the Company on February 19, 2002. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Pacific Aerospace & Electronics, Inc., a corporation organized and existing under the laws of the State of Washington, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wenatchee, State of Washington, on the 22nd day of February, 2002. PACIFIC AEROSPACE & ELECTRONICS, INC. By: /s/ Donald A. Wright ---------------------------------- Name: Donald A. Wright Title: President and Chief Executive Officer By: /s/ Charles A. Miracle ------------------------------------------------------- Name: Charles A. Miracle Title: Vice President Finance and Chief Financial Officer EX-99.(F) 3 dex99f.txt CROSS-REFERENCE TABLE Exhibit T3F CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section - --------------- ----------------- 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 7.06; 12.02 (d) 7.06 314(a) 4.08; 12.02 (b) N.A. (c)(1) 12.04 (c)(2) 7.02; 12.04 (c)(3) N.A. (d) N.A. (e) 12.05 (f) N.A. 315(a) 7.01(b) (b) 7.05; 12.02 (c) 7.01(a) (d) 7.01(c) (e) 6.11 316(a)(last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 317(a)(1) 6.08 (a)(2) 6.09 (b) 2.04 318(a) 12.01 - --------------------- N.A. means not applicable. *This Cross-Reference Table is not part of the Indenture. -----END PRIVACY-ENHANCED MESSAGE-----