EX-25.1 7 a2167926zex-25_1.htm EX-25.1

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) o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)

BALL CORPORATION
(Exact name of obligor as specified in its charter)

Indiana (State or other jurisdiction of incorporation or organization)		35-0160610 (I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado (Address of principal executive offices)		80021-2510 (Zip code)

Ball Aerosol and Specialty Container Corporation
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		87-0762488 (I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado (Address of principal executive offices)		80021-2510 (Zip code)

Ball Aerospace & Technologies Corp.
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		84-1315001 (I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado (Address of principal executive offices)		80021-2510 (Zip code)

Ball Delaware Holdings, LLC
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		33-1022314 (I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado (Address of principal executive offices)		80021-2510 (Zip code)

Ball Metal Beverage Container Corp.
(Exact name of obligor as specified in its charter)

Colorado		84-1326644
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Ball Metal Food Container Corp.
(Exact name of obligor as specified in its charter)

Delaware		22-2414869
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Ball Metal Food Container, LLC
(Exact name of obligor as specified in its charter)

Delaware		84-1534521
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Ball Metal Packaging Sales Corp.
(Exact name of obligor as specified in its charter)

Colorado		84-1326641
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Ball Packaging Corp.
(Exact name of obligor as specified in its charter)

Colorado		84-1326640
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Ball Pan-European Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware		33-1022314
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
14270 Ramona Avenue Chino, California		91710
(Address of principal executive offices)		(Zip code)

Ball Plastic Container Corp.
(Exact name of obligor as specified in its charter)

Colorado		84-1326643
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Ball Technologies Holdings Corp.
(Exact name of obligor as specified in its charter)

Colorado		84-1220333
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Zip code)		(Address of principal executive offices)

BG Holdings I, Inc.
(Exact name of obligor as specified in its charter)

Delaware		35-1960867
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

BG Holdings II, Inc.
(Exact name of obligor as specified in its charter)

Delaware		35-1960866
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Efratom Holding, Inc.
(Exact name of obligor as specified in its charter)

Colorado		31-1421208
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

Latas de Aluminio Ball, Inc.
(Exact name of obligor as specified in its charter)

Delaware		54-1088943
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
9300 West 108^th Circle Broomfield, Colorado		80021-3682
(Address of principal executive offices)		(Zip code)

Metal Packaging International, Inc.
(Exact name of obligor as specified in its charter)

Colorado		84-1111796
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
10 Longs Peak Drive, P.O. Box 5000 Broomfield, Colorado		80021-2510
(Address of principal executive offices)		(Zip code)

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
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation		Washington, D.C. 20429
New York Clearing House Association		New York, New York 10005

(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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
4.: A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)
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. 333-106702.)
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.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing 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 28^th day of February, 2006.

		THE BANK OF NEW YORK
		By:		/s/ BEATA HRYNIEWICKA Name: Beata Hryniewicka Title: Assistant Treasurer

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2005, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	3,361,000
	Interest-bearing balances		7,528,000
Securities:
	Held-to-maturity securities		1,977,000
	Available-for-sale securities		22,664,000
Federal funds sold and securities purchased under agreements to resell
	Federal funds sold in domestic offices		809,000
	Securities purchased under agreements to resell		309,000
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases, net of unearned income		33,263,000
	LESS: Allowance for loan and lease losses		408,000
	Loans and leases, net of unearned income and allowance		32,855,000
Trading assets			5,625,000
Premises and fixed assets (including capitalized leases)			821,000
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			283,000
Customers' liability to this bank on acceptances outstanding			117,000
Intangible assets:
	Goodwill		2,138,000
	Other intangible assets		764,000
	Other assets		6,617,000

	Total assets	$	85,868,000

LIABILITIES
Deposits:
	In domestic offices	$	38,100,000
	Noninterest-bearing		18,123,000
	Interest-bearing		19,977,000
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		27,218,000
	Noninterest-bearing		383,000
	Interest-bearing		26,835,000
Federal funds purchased and securities sold under agreements to repurchase
	Federal funds purchased in domestic offices		844,000
	Securities sold under agreements to repurchase		118,000
Trading liabilities			2,555,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			1,327,000
Not applicable
Bank's liability on acceptances executed and outstanding			119,000
Subordinated notes and debentures			1,955,000
Other liabilities			5,119,000

Total liabilities		$	77,355,000

Minority interest in consolidated subsidiaries			139,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			2,097,000
Retained earnings			5,256,000
Accumulated other comprehensive income			(114,000	)
Other equity capital components			0
Total equity capital			8,374,000

Total liabilities, minority interest, and equity capital		$	85,868,000

I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Executive Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi
Gerald L. Hassell

Directors