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