EX-25.1 7 exh25-1.htm FORM T-1 (SENIOR DEBT SECURITIES) Gardner Denver, Inc. Exhibit 25.1 to Form S-3

Exhibit 25.1


FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)          |__|



THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

 
(State of incorporation
if not a U.S. national bank)

700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
95-3571558
(I.R.S. employer
identification no.)


90017
(Zip code)

GARDNER DENVER, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
76-0419383
(I.R.S. employer
identification no.)

1800 Gardner Expressway
Quincy, Illinois
(Address of principal executive offices)
62301
(Zip code)


Senior Debt Securities
(Title of the indenture securities)



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.

  Name Address

  Comptroller of the Currency
United States Department of the Treasury

Federal Reserve Bank

Federal Deposit Insurance Corporation
Washington, D.C. 20219
San Francisco, California 94105

Washington, D.C. 20429

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

  Yes

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).








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6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.













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SIGNATURE

        Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a 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 Chicago, and State of Illinois, on the 27th day of January, 2005.

  THE BANK OF NEW YORK TRUST
COMPANY, N.A.

  By:  /S/ J. BARTOLINI
  Name:   J. BARTOLINI
Title:    VICE PRESIDENT












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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

        At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions.

ASSETS   Dollar Amounts
In Thousands
 
Cash and balance due from
         depository institution:
         Noninterest-bearing balances
   
           and currency and coin  11,020  
         Interest-bearing balances  20  
Securities:      
         Held-to maturity securities  8,930  
         Available-for-sale securities  29,892  
Federal funds sold and securities      
         purchased under agreements to sell:      
         Federal funds sold  25,700  
         Securities purchased under agreements to sell  111,000  
Loans and lease financing receivables: 
         Loans and leases held for sale  0  
         Loans and leases, 
           net of unearned income  0  
         LESS: Allowance for loan and      
           Lease losses  0  
         Loans and leases, net of unearned 
           income and allowance  0  
Trading assets  0  
Premises and fixed assets (including 
         capitalized leases)  2,365  
Other real estate owned  0  
Investments in unconsolidated 
         subsidiaries and associated 
         companies  0  
Customers' liability to this bank      
         on acceptances outstanding  0  
Intangible assets:    
         Goodwill  237,448  
         Other Intangible Assets  17,614  
Other assets  25,184  

Total assets  $469,173  



LIABILITIES

Deposits:    
         In domestic offices      
         Noninterest-bearing  12,587  
         Interest-bearing  0  
Not applicable 
Federal Funds purchased and securities      
         sold under agreements to repurchase:      
         Federal funds purchased  0  
         Securities sold under agreements to repurchase  0  
Trading liabilities  0  
Other borrowed money: 
         (includes mortgage indebtedness 
         and obligations under capitalized 
         leases)  58,193  
Not applicable 
Bank's liability on acceptances      
         executed and outstanding  0  
Subordinated notes and debentures  0  
Other liabilities  45,767  

Total liabilities  $ 116,548  

Minority interest in consolidated subsidiaries  0  
     
EQUITY CAPITAL 
     
Perpetual preferred stock and relates surplus  0  
Common stock  1,000  
Surplus  294,050  
Retained earnings  57,632  
Accumulated other comprehensive 
         income  (57 )

Total equity capital  $ 352,625  

Total liabilities, minority interest, and equity capital  $ 469,173  

        I, Thomas J. Mastro, Comptroller 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.

  Thomas J. Mastro ) Comptroller

        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.

  Richard G. Jackson )
  Nicholas C. English ) Directors
  Karen B. Shupenko )