EX-25.1 54 exh25-1.htm FORM T-1 Gardner Denver; Exhibit 25.1 to Form S-4

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.)

Air Relief, Inc.

(Exact name of obligor as specified in its charter)

Kentucky
(State or other jurisdiction of
incorporation or organization)

61-1083114

(I.R.S. employer
identification no.)

Allen – Stuart Equipment Company, Inc.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization)

76-0405046

(I.R.S. employer
identification no.)

 

 

 


 

 

Belliss & Morcom (USA) Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

36-4027732

(I.R.S. employer
identification no.)

Blue Grass Holdings, Inc.

(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

95-3760477

(I.R.S. employer
identification no.)

Emco Wheaton USA, Inc.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization)

06-1691964

(I.R.S. employer
identification no.)

Gardner Denver Drum, LLC

(Exact name of obligor as specified in its charter)

Kentucky
(State or other jurisdiction of
incorporation or organization)

43-1023213

(I.R.S. employer
identification no.)

Gardner Denver Holdings Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

13-2805021

(I.R.S. employer
identification no.)

Gardner Denver Nash LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

52-2334854

(I.R.S. employer
identification no.)

Gardner Denver Water Jetting Systems, Inc.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization)

76-0179183

(I.R.S. employer
identification no.)

- 2 -

 


 

 

Hoffman Air Filtration Licensco Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

06-1260438

(I.R.S. employer
identification no.)

Lamson Corporation

(Exact name of obligor as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)

13-3042460

(I.R.S. employer
identification no.)

Rietschle Thomas Hanover, Inc.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

52-1302710

(I.R.S. employer
identification no.)

Rietschle Thomas Monroe, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

72-1123552

(I.R.S. employer
identification no.)

Rietschle Thomas Sheboygan, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

43-1342390

(I.R.S. employer
identification no.)

TCM Investments, Inc.

(Exact name of obligor as specified in its charter)

Oklahoma
(State or other jurisdiction of
incorporation or organization)

73-1377687

(I.R.S. employer
identification no.)

Thomas Imports, Inc.

(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

36-3518112

(I.R.S. employer
identification no.)

- 3 -

 

 

Thomas Industries Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

61-0505332

(I.R.S. employer
identification no.)

Thomas-Oberdorfer Pumps, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

16-1575911

(I.R.S. employer
identification no.)

Tupelo Holdings LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

38-2933566

(I.R.S. employer
identification no.)

Welch Vacuum Technology, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

36-1943580

(I.R.S. employer
identification no.)

 

 

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

 

62305
(Zip code)

___________________________

 

8% Senior Subordinated Notes due 2013

(Title of the indenture securities)

 

 

 

 

 

 

- 4 -

 

 

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).

 

5.

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).

 

6.

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.

 

- 5 -

 

 

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 9th day of September, 2005.

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

 

By:

  /S/  M. Callahan                        

 

 

Name:  

M. CALLAHAN

 

 

Title:  

ASSISTANT VICE PRESIDENT

 

 

- 6 -

 

 

 


 

 

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 June 30, 2005, published in accordance with Federal regulatory authority instructions.

 

 

 

Dollar Amounts

in Thousands

ASSETS

 

 

Cash and balances due from
depository institutions:

 

Noninterest-bearing balances

and currency and coin

6,951

Interest-bearing balances

0

Securities:

 

Held-to-maturity securities

121

Available-for-sale securities

62,361

Federal funds sold and securities
               purchased under agreements to resell:

 

Federal funds sold

28,000

Securities purchased under agreements to resell

84,000

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)

4,387

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

241,763

Other Intangible Assets

16,779

Other assets

      37,918

Total assets

$482.280

 

 

1

 


 

 

 

LIABILITIES

 

 

Deposits:

 

In domestic offices

3,291

Noninterest-bearing                                                                                         3,291

 

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

 

Bank's liability on acceptances

 

executed and outstanding

0

Subordinated notes and debentures

0

Other liabilities

60,240

Total liabilities

$121,531

Minority interest in consolidated subsidiaries

0

 

 

EQUITY CAPITAL

 

 

Perpetual preferred stock and related surplus

0

Common stock

1,000

Surplus

294,125

Retained earnings

65,668

Accumulated other comprehensive

Income

   -44

Other equity capital components

0

Total equity capital

$360,749

Total liabilities, minority interest, and equity capital

$482,280

 

 

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

)

 

 

 

 

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