EX-25.2 4 dex252.htm FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939

Exhibit 25.2

 

 

 

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)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

A National Banking Association   94-1347393

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

101 North Phillips Avenue  
Sioux Falls, South Dakota   57104
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

 

 

JARDEN CORPORATION

(Exact name of obligor as specified in its charter) 1

 

Delaware   35-1828377

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Alltrista Plastics LLC

(Exact name of obligor as specified in its charter)

 

Indiana   35-2000584

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 


American Household, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   25-1638266

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Australian Coleman, Inc.

(Exact name of obligor as specified in its charter)

 

Kansas   48-0898070

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Bicycle Holding, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   31-1421129

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

BRK Brands, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   04-3157073

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

CC Outlet, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   13-3966497

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Coleman International Holdings, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   13-3639257

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Coleman Worldwide Corporation

(Exact name of obligor as specified in its charter)

 

Delaware   13-3704484

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

First Alert, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   04-3157075

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)


Hearthmark, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   35-2000585

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Holmes Motor Corporation

(Exact name of obligor as specified in its charter)

 

Delaware   04-3438010

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Jarden Acquisition I, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   20-0893342

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Jarden Zinc Products, LLC

(Exact name of obligor as specified in its charter)

 

Indiana   35-2000583

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

JT Sports LLC

(Exact name of obligor as specified in its charter)

 

Delaware   20-0595206

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

K-2 Corporation

(Exact name of obligor as specified in its charter)

 

Indiana   35-1175329

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

K2 Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   95-2077125

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Kansas Acquisition Corp.

(Exact name of obligor as specified in its charter)

 

Delaware   13-3738068

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

L.A. Services, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   65-0973486

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)


Laser Acquisition Corp.

(Exact name of obligor as specified in its charter)

 

Delaware   65-0826385

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Lehigh Consumer Products LLC

(Exact name of obligor as specified in its charter)

 

Delaware   23-2936885

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Loew-Cornell, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   22-2013755

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Marker Volkl USA, Inc.

(Exact name of obligor as specified in its charter)

 

New Hampshire   02-0465241

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Marmot Mountain, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   73-1706851

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Miken Sports, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   04-3798778

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Nippon Coleman, Inc.

(Exact name of obligor as specified in its charter)

 

Kansas   48-0898069

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Outdoor Technologies Corporation

(Exact name of obligor as specified in its charter)

 

Iowa   42-1204277

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)


Penn Fishing Tackle Mfg. Co.

(Exact name of obligor as specified in its charter)

 

Pennsylvania   23-1333002

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Pure Fishing, Inc.

(Exact name of obligor as specified in its charter)

 

Iowa   42-0784220

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Quoin, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   88-0374612

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Rawlings Sporting Goods Company, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   43-1674348

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Sea Striker, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   26-4463603

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Shakespeare Company, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   38-1022940

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Shakespeare Conductive Fibers, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   38-1022940

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

SI II, Inc.

(Exact name of obligor as specified in its charter)

 

Florida   65-0717251

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Sitca Corporation

(Exact name of obligor as specified in its charter)

 

Washington   91-0978656

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)


Sunbeam Americas Holdings, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   25-1638268

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

Sunbeam Products, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   25-1406546

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

The Coleman Company, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   13-3639257

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

The United States Playing Card Company

(Exact name of obligor as specified in its charter)

 

Delaware   31-1421130

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

USPC Holding, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   31-1421131

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

555 Theodore Fremd Avenue

Rye, NY 10580

(Address of principal executive offices)

 

 

Senior Subordinated Debt Securities

Guarantees of Senior Subordinated Debt Securities

Senior Debt Securities

Guarantees of Senior Debt Securities

(Title of the indenture securities)

 

 

 


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

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

  (b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1.    A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.    A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.    See Exhibit 2
Exhibit 4.    Copy of By-laws of the trustee as now in effect.***
Exhibit 5.    Not applicable.
Exhibit 6.    The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.    A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.


Exhibit 8.    Not applicable.
Exhibit 9.    Not applicable.

 

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

 

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

 

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Middletown and State of Connecticut on the 7th day of January 2010.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Martin G. Reed                

Martin G. Reed

Vice President


EXHIBIT 6

January 7, 2010

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Martin G. Reed                

Martin G. Reed

Vice President


EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business September 30, 2009, filed in accordance with 12 U.S.C. §161 for National Banks.

 

     Dollar Amounts
In Millions

ASSETS

  

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

   $ 10,576

Interest-bearing balances

     3,224

Securities:

  

Held-to-maturity securities

     0

Available-for-sale securities

     83,255

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     31,571

Securities purchased under agreements to resell

     1,574

Loans and lease financing receivables:

  

Loans and leases held for sale

     24,141

Loans and leases, net of unearned income

     336,946

LESS: Allowance for loan and lease losses

     10,037

Loans and leases, net of unearned income and allowance

     326,909

Trading Assets

     9,540

Premises and fixed assets (including capitalized leases)

     4,211

Other real estate owned

     1,413

Investments in unconsolidated subsidiaries and associated companies

     437

Direct and indirect investments in real estate ventures

     50

Intangible assets

  

Goodwill

     11,407

Other intangible assets

     15,136

Other assets

     24,246
      

Total assets

   $ 547,690
      

LIABILITIES

  

Deposits:

  

In domestic offices

   $ 381,571

Noninterest-bearing

     79,823

Interest-bearing

     301,748

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     57,166

Noninterest-bearing

     1,361

Interest-bearing

     55,805

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     3,708

Securities sold under agreements to repurchase

     4,401


          Dollar Amounts
In Millions

Trading liabilities

        8,869

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)

        7,405

Subordinated notes and debentures

        12,392

Other liabilities

        21,101
         

Total liabilities

      $ 496,613

EQUITY CAPITAL

     

Perpetual preferred stock and related surplus

        0

Common stock

        520

Surplus (exclude all surplus related to preferred stock)

        30,685

Retained earnings

        18,971

Accumulated other comprehensive income

        725

Other equity capital components

        0
         

Total bank equity capital

        50,901

Noncontrolling (minority) interests in consolidated subsidiaries

        176
         

Total equity capital

        51,077
         

Total liabilities, and equity capital

      $ 547,690
         

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition 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.

 

John Stumpf   Directors
Carrie Tolstedt  
Michael Loughlin