EX-25.1 6 exh25-1.htm FORM T-1 (SENIOR DEBT SECURITIES)

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)

95-3571558
(I.R.S. employer
identification no.)

700 South Flower Street
Suite 500
Los Angeles, California

(Address of principal executive offices)



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)

62305
(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


Washington, D.C. 20219

Federal Reserve Bank

San Francisco, California 94105

Federal Deposit Insurance Corporation

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).

 

- 2 -

 


 

 

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.

 

 

 

 

- 3 -

 


 

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 2nd day of May, 2007.

 

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

 

 

 

 

By:

/s/ M. Callahan

 

Name:

M. Callahan

 

Title:

Vice President

 

 

- 4 -

 


 

 

EXHIBIT 7

 

Consolidated Report of Condition of

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

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

 

At the close of business December 31, 2006, published in accordance with Federal regulatory authority instructions.

 

 

ASSETS

 

 

 

 

 

Cash and balances due from
depository institutions:

 

 

Noninterest-bearing balances
and currency and coin

 

10,020

Interest-bearing balances

 

0

Securities:

 

 

Held-to-maturity securities

 

56

Available-for-sale securities

 

64,801

Federal funds sold and securities
purchased under agreements to resell:

 

 

Federal funds sold

 

49,900

Securities purchased under agreements to resell

 

40,000

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)

 

5,051

Other real estate owned

 

0

Investments in unconsolidated
subsidiaries and associated
companies

 

0

Not applicable

 

 

Intangible assets:

 

 

Goodwill

 

889,415

Other Intangible Assets

 

277,086

Other assets

 

113,348

Total assets

 

$ 1,449,677

 

1

 


 

 

LIABILITIES

 

 

 

 

 

Deposits:

 

 

In domestic offices

 

2,517

Noninterest-bearing

2,517

 

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)

 

58,000

Not applicable

 

 

Not applicable

 

 

Subordinated notes and debentures

 

0

Other liabilities

 

127,233

Total liabilities

 

187,750

Minority interest in consolidated subsidiaries

 

0

 

 

 

EQUITY CAPITAL

 

 

 

 

 

Perpetual preferred stock and related surplus

 

0

Common stock

 

1,000

Surplus (exclude all surplus related to preferred stock)

 

1,121,520

Retained earnings

 

139,524

Accumulated other comprehensive
income

 

-117

Other equity capital components

 

0

Total equity capital

 

1,261,927

Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)

 

1,449,677

 

 

 

 

I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date 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 belief.

 

 

William J. Winkelmann

)

Vice President

 

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.

 

 

 

Michael K. Klugman, President

)

 

 

Michael F. McFadden, MD

)

Directors (Trustees)

 

Frank P. Sulzberger, Vice President

)

 

 

 

2