EX-25.1 6 exhibit251-121412sx3.htm STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 OF TRUSTEE UNDER THE SENIOR INDENTURE Exhibit 25.1 - 12.14.12 S-3
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)
_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota

55402
(Address of principal executive offices)
(Zip Code)
                        
Scott Miller
U.S. Bank National Association
10 West Broad Street
Columbus, OH 43215
(614) 849-3402
(Name, address and telephone number of agent for service)
                                                       
The Scotts-Miracle Gro Company
(Issuer with respect to the Securities)
Ohio
31-1414921
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 

14111 Scottslawn Road, Marysville, Ohio

43041
(Address of Principal Executive Offices)
(Zip Code)
    

See Table of Additional Obligors Below

Senior Debt Securities
Guarantees of Senior Debt Securities
(Title of the Indenture Securities)

1

TABLE OF ADDITIONAL OBLIGORS

 
Name

State or Other Jurisdiction
of Incorporation or
Organization

I.R.S. Employer
Identification Number
EG Systems, Inc.(1)
Indiana
35-1937875
Gutwein & Co., Inc.(1)
Indiana
35-0864689
SMG Brands, Inc. (2)
Delaware
20-2964892
Hyponex Corporation(1)
Delaware
31-1254519
Miracle-Gro Lawn Products, Inc.(1)
New York
11-3186421
OMS Investments, Inc.(3)
Delaware
51-0357374
Rod McLellan Company(1)
California
94-1439564
Sanford Scientific, Inc.(1)
New York
16-1279959
Scotts Manufacturing Company(1)
Delaware
42-1508875
Scotts Products Co.(1)
Ohio
31-1269080
Scotts Professional Products Co.(1)
Ohio
31-1269066
Scotts-Sierra Investments, Inc.(2)
Delaware
51-0371209
Scotts Temecula Operations, LLC(1)
Delaware
33-0978312
SMG Growing Media, Inc.(1)
Ohio
20-3544126
Swiss Farms Products, Inc.(4)
Delaware
88-0407223
The Scotts Company LLC(1)
Ohio
31-1414921

(1)
The address, including zip code, of the principal executive offices for this additional obligor is c/o The Scotts Miracle-Gro Company, 14111 Scottslawn Road, Marysville, Ohio 43041.
(2)
The address, including zip code, of the principal executive offices for this additional obligor is 1105 North Market Street Wilmington, Delaware 19899.
(3)
The address, including zip code, of the principal executive offices for this additional obligor is 10250 Constellation Blvd., Suite 2800, Los Angeles, California 90067.
(4)
The address, including zip code, of the principal executive offices for this additional obligor is 3993 Howard Hughes Parkway, Suite 250, Las Vegas, Nevada 89169.

2


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, attached as Exhibit 2.

3.    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

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 September 30, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
        

    
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.


3



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 Columbus, State of Ohio on the 14th day of December, 2012.

By:    /s/ Scott Miller
Scott Miller
Vice President












4

Exhibit 2


5

Exhibit 3


6

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: December 14, 2012


By:    /s/ Scott Miller
Scott Miller
Vice President





7

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2012

($000’s)

 
9/30/2012
Assets
 
Cash and Balances Due From
Depository Institutions
$
9,381,745

Securities
73,560,962

Federal Funds
54,418

Loans & Lease Financing Receivables
216,024,463

Fixed Assets
5,197,616

Intangible Assets
12,193,832

Other Assets
26,214,236

Total Assets
$
342,627,272

 
 
Liabilities
 
Deposits
$
248,628,028

Fed Funds
4,356,963

Treasury Demand Notes
0

Trading Liabilities
389,944

Other Borrowed Money
31,814,742

Acceptances
0

Subordinated Notes and Debentures
5,846,882

Other Liabilities
12,415,745

Total Liabilities
$
303,452,034

 
 
Equity
 
Common and Preferred Stock
18,200

Surplus
14,133,290

Undivided Profits
22,926,251

Minority Interest in Subsidiaries
$
2,097,497

Total Equity Capital
$
39,175,238

 
 
Total Liabilities and Equity Capital
$
342,627,272





8