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