-----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, CkItWA3JZ7MdliOPbLe6IVRNCgxEstN99qwD3GqbU/t0J2K5xSWmVXckDJBo8/NJ WWJqrLgAb3qS+yMCkVp2/A== 0001012870-02-001218.txt : 20020415 0001012870-02-001218.hdr.sgml : 20020415 ACCESSION NUMBER: 0001012870-02-001218 CONFORMED SUBMISSION TYPE: T-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020315 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: 02575982 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 #4 TO FORM T-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM T-3/A (AMENDMENT NO.4) 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 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.4 to Form T-3 is being amended solely to file a new Form T-1 to amend and restate all prior Form T-1's previously filed as an exhibit hereto. See the exhibit index on page 3 hereof. 2 CONTENTS OF APPLICATION FOR QUALIFICATIONS. This application for qualification comprises: (a) Pages 1-14, consecutively, plus exhibits. (b) The statement of eligibility and qualification on Form T-1 of U.S. Bank National Association, as Trustee under the Indenture.* (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.1 Exhibit T3B - Bylaws of the Company.2 Exhibit T3C - Form of Indenture.3 Exhibit T3D - Not applicable Exhibit T3E - Not applicable. Exhibit T3F - Cross-reference Sheet (showing the location of the provisions contained in the Indenture filed herewith as Exhibit T3C in respect of Sections 310 through 318(a), inclusive, of the Trust Indenture Act).3 (d) Annex I - List of Subsidiary Guarantors.4 - ---------------------------------- 1 Incorporated by reference to the Company's Current Report on Form 8-K filed on December 12, 1996. 2 Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending August 31, 2000. 3 Incorporated by reference to Form T-3/A (Amendment No. 3) filed by the Company with the Commission on March 12, 2002. 4 Incorporated by reference to Form T-3 (initial filing) filed by the Company with the Commission on February 7, 2002. * Filed herewith. 3 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 15th day of March, 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 4 EX-99.(B) 3 dex99b.txt FORM T-1 EXHIBIT (b) =============================================================================== 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) ------------------------------------------------------- U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identification No. 180 East Fifth Street St. Paul, Minnesota 55101 (Address of principal executive offices) (Zip Code) Frank Leslie U.S. Bank National Association 180 East Fifth Street St. Paul, MN 55101 (651) 244-8677 (Name, address and telephone number of agent for service) Pacific Aerospace & Electronics, Inc. (Issuer with respect to the Securities) Washington 13-5160382 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 430 Olds Station Road, Third Floor Wenatchee, Washington 98801 (Address of Principal Executive Offices) (Zip Code) 10% Senior Subordinated Pay-In-Kind Notes due 2007 (Title of the Indenture Securities) ================================================================================ FORM T-1 -------- 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 Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7. Report of Condition of the Trustee as of December 31, 2001, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. * Incorporated by reference to Registration Number 333-67188. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 11th day of March, 2002. U.S. BANK NATIONAL ASSOCIATION By: /s/ Frank P. Leslie III ------------------------------------ Frank P. Leslie III Vice President By: /s/ Lori-Anne Rosenberg --------------------------------- Lori-Anne Rosenberg Assistant Vice President 3 Exhibit 6 --------- CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: March 11, 2002 U.S. BANK NATIONAL ASSOCIATION By: /s/ Frank P. Leslie III ------------------------------ Frank P. Leslie III Vice President By: /s/ Lori-Anne Rosenberg ----------------------------------- Lori-Anne Rosenberg Assistant Vice President 4 Exhibit 7 --------- U.S. Bank National Association Statement of Financial Condition As of 12/31/2001 ($000's) Assets 12/31/2001 --------------- Cash and Due From Depository Institutions $ 9,775,116 Federal Reserve Stock 0 Securities 26,316,516 Federal Funds 1,261,731 Loans & Lease Financing Receivables 109,012,892 Fixed Assets 1,414,464 Intangible Assets 8,158,687 Other Assets 6,637,699 --------------- Total Assets $ 162,577,105 Liabilities Deposits $ 104,077,584 Fed Funds 4,365,180 Treasury Demand Notes 0 Trading Liabilities 313,719 Other Borrowed Money 25,030,765 Acceptances 201,492 Subordinated Notes and Debentures 5,348,437 Other Liabilities 3,894,231 --------------- Total Liabilities $ 143,231,408 Equity Minority Interest in Subsidiaries $ 981,870 Common and Preferred Stock 18,200 Surplus 12,068,893 Undivided Profits 6,276,734 --------------- Total Equity Capital $ 19,345,697 Total Liabilities and Equity Capital $ 162,577,105 - -------------------------------------------------------------------------------- To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. Bank National Association By: /s/ Julie Eddington ------------------- Assistant Vice President Date: March 4, 2002 5 -----END PRIVACY-ENHANCED MESSAGE-----