EX-25.1 18 y61170exv25w1.txt FORM T-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) HSBC BANK USA (Exact name of trustee as specified in its charter) New York 13-2774727 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 452 Fifth Avenue, New York, NY 10018-2706 (212) 525-5600 (Zip Code) (Address of principal executive offices) Warren L. Tischler, SVP HSBC Bank USA 452 Fifth Avenue New York, New York 10018-2706 Tel: (212) 525-1311 (Name, address and telephone number of agent for service) TEKNI-PLEX, INC.* (Exact name of obligor as specified in its charter) Delaware 22-3286312 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 260 North Denton Tap Road Coppell, Texas 75019 (972) 304-5077 (Zip Code) (Address of principal executive offices) 12-3/4% Series B Senior Subordinated Notes due 2010 Guarantees of 12-3/4% Series B Senior Subordinated Notes due 2010 (Title of Indenture Securities) *TABLE OF ADDITIONAL REGISTRANTS
State or Other Jurisdiction of I.R.S. Employer Incorporation or Identification Name, Address and Telephone Number Organization Number ---------------------------------- ------------ ------ PureTec Corporation (1) Delaware 22-3376449 Plastic Specialties and Technologies, Inc. (1) Delaware 22-2743384 Plastic Specialties and Technologies Investments, Inc. (1) Delaware 22-2663552 Burlington Resins, Inc. (1) Delaware 22-3334106 Pure Tech APR, Inc. (1) New York 11-3065942 Coast Recycling North, Inc. (1) California 68-0200870 Distributors Recycling, Inc. New Jersey 22-2466975 REI Distributors, Inc. (1) New Jersey 22-2418824 Pure Tech Recycling of California (1) California 77-0356589 Alumet Smelting Corp (1) New Jersey 22-2054447 Tri-Seal Holdings, Inc. (1) Delaware 52-2141575 Natvar Holdings, Inc. (1) Delaware 22-3703725 TPI Acquisition Subsidiary, Inc. (1) Delaware 52-2340472 TP/Elm Acquisition Subsidiary, Inc. (1) Delaware 71-0891561
(1) The address of these additional registrants is: 201 Industrial Parkway, Somerville, New Jersey 08876. The telephone number of each is (908) 722-4800. General Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject. State of New York Banking Department. Federal Deposit Insurance Corporation, Washington, D.C. Board of Governors of the Federal Reserve System, 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 Item 16. List of Exhibits
Exhibit ------- T1A(i) (1) Copy of the Organization Certificate of HSBC Bank USA. T1A(ii) (1) Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of HSBC Bank USA to commence business as amended effective on March 29, 1999. T1A(iii) Not applicable. T1A(iv) (3) Copy of the existing By-Laws of HSBC Bank USA as amended on April 11, 2002. T1A(v) Not applicable. T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) Copy of the latest report of condition of the trustee (June 30, 2002), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) Not applicable. T1A(ix) Not applicable. (1) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 022-22429 and incorporated herein by reference thereto. (2) Exhibit previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. (3) Exhibit previously filed with the Securities and Exchange Commission with Registration No. 333-88532 and incorporated herein by reference thereto.
SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, a banking corporation and trust company organized under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 22nd day of August, 2002. HSBC BANK USA By: /s/ Frank J. Godino -------------------- Frank J. Godino Vice President EXHIBIT T1A (vii) Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2004 -------------------------------------------------------------------------------- Please refer to page i, Table of Contents, for the required disclosure of estimated burden. 1 -------------------------------------------------------------------------------- CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES -- FFIEC 031 REPORT AT THE CLOSE OF BUSINESS JUNE 30, 2002 (19980930) ---------- (RCRI 9999) This report is required by law; 12 U.S.C. Section 324 (State member banks); 12 U.S.C. Section 1817 with branches and consolidated subsidiaries (State nonmember banks); and 12 U.S.C.Section 161 (National banks). NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks. I, Gerald A. Ronning, Executive VP & Controller --------------------------------------------------- Name and Title of Officer Authorized to Sign Report Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe. /s/ Gerald A. Ronning ---------------------------------------------- Signature of Officer Authorized to Sign Report 8/15/02 ---------------------------------------------- Date of Signature This report form is to be filed by banks in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) 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. /s/ Youssef Nasr ---------------------------------------------- Director (Trustee) /s/ Bernard J. Kennedy ---------------------------------------------- Director (Trustee) /s/ Sal H. Alfieri ---------------------------------------------- Director (Trustee) SUBMISSION OF REPORTS Each Bank must prepare its Reports of Condition and Income either: (a) in electronic form and then file the computer data file directly with the banking agencies' collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or b) in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank's computer data file to EDS. FDIC Certificate Number 0 0 5 8 9 (RCRI 9030) http://WWW.BANKING.US.HSBC.COM Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) (Example: www.examplebank.com) For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files. HSBC Bank USA ---------------------------------------------- Legal Title of Bank (TEXT 9010) Buffalo ---------------------------------------------- City (TEXT 9130) N.Y. 14203 -------------------------------------------------------------------------------- State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220) Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency REPORT OF CONDITION Consolidated domestic subsidiaries HSBC Bank USA of Buffalo ---------------------------------------------- Name of Bank City in the state of New York, at the close of business June 30, 2002
ASSETS Thousands of dollars ----------- Cash and balances due from depository institutions: a. Non-interest-bearing balances currency and coin $ 1,816,157 b. Interest-bearing balances 1,658,723 Held-to-maturity securities 3,669,450 Available-for-sale securities 12,554,394 Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices 0 b. Securities purchased under agreements to resell 5,979,340 ----------- Loans and lease financing receivables: Loans and leases held for sale $ 2,553,658 ----------- Loans and leases net of unearned income $39,015,047 ----------- LESS: Allowance for loan and lease losses 538,987 ----------- Loans and lease, net of unearned income, allowance, and reserve $38,476,060 Trading assets 11,359,431 Premises and fixed assets 737,811 Other real estate owned 11,103 Investments in unconsolidated subsidiaries 246,227 Customers' liability to this bank on acceptances outstanding 93,300 Intangible assets: Goodwill 2,162,325 Intangible assets: Other intangible assets 479,872 Other assets 2,384,822 Total assets 84,182,673 ----------- LIABILITIES Deposits: In domestic offices 38,513,703 ----------- Non-interest-bearing 5,001,941 Interest-bearing 33,511,762 ----------- In foreign offices 17,807,757 ----------- Non-interest-bearing 426,703 Interest-bearing 17,381,054 -----------
Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices 1,176,485 b. Securities sold under agreements to repurchase 704,247 Trading Liabilities 6,301,519 Other borrowed money 8,535,736 Bank's liability on acceptances 93,300 Subordinated notes and debentures 1,548,908 Other liabilities 2,440,222 ----------- Total liabilities 77,121,877 ----------- Minority Interests in consolidated Subsidiaries 172 ----------- EQUITY CAPITAL Perpetual preferred stock and related surplus -- Common Stock 205,000 Surplus 6,440,465 Retained earnings 316,467 Accumulated other comprehensive income 98,692 Other equity capital components -- Total equity capital 7,060,624 Total liabilities, minority interests and equity capital 84,182,673 -----------