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)
| 95-3571558 | ||
| (State of incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) | |
| 700 S. Flower Street 2nd Floor Los Angeles, California |
90017-4104 | |
| (Address of principal executive offices) | (Zip code) | |
The Bank of New York Trust Company, N.A.
100 Ashford Center North, Suite 520
Atlanta, GA 30338
Attn: Barbara Royal
(770) 698-5184
(Name, address, and telephone number of agent for service)
Caraustar Industries, Inc.
(Exact name of obligor as specified in its charter)
| North Carolina | 58-1388387 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
| 5000 Austell Powder Springs Road, Suite 300 Austell, Georgia |
30106 | |
| (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 | |
| Comptroller of the Currency United States Department of the Treasury |
Washington, D.C. 20219 | |
| Federal Reserve Bank |
Atlanta, Georgia 30309 | |
| 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 of Florida, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-100717). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-100717). |
| 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. 333-100717). |
| 4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-100717). |
| 6. | The consent of the trustee required by Section 321(b) of the Act. |
| 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 corporation 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 Atlanta, and State of Georgia, on the 14th day of January, 2005.
| THE BANK OF NEW YORK TRUST COMPANY, N.A. | ||
| By: |
/s/ Barbara Royal | |
| Name: |
Barbara Royal | |
| Title: |
Assistant Vice President | |
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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, The Bank of New York Trust Company, N.A., hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
| THE BANK OF NEW YORK TRUST COMPANY, N.A. | ||
| By: |
/s/ Barbara Royal | |
| Name: Barbara Royal | ||
| Title: Assistant Vice President | ||
Atlanta, Georgia
January 14, 2005
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 800 Brickell Avenue, Suite 300, Miami, FL 33131
At the close of business June 30, 2004, 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 |
$ | 6,838 | |
| Interest-bearing balances |
2,303 | ||
| Securities: |
|||
| Held-to-maturity securities |
0 | ||
| Available-for-sale securities |
8,727 | ||
| Federal funds sold and securities purchased under agreements to resell: |
|||
| Federal funds sold in domestic offices |
0 | ||
| Securities purchased under agreements to resell |
0 | ||
| 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 and reserve |
0 | ||
| Trading assets |
0 | ||
| Premises and fixed assets (including capitalized leases) |
1,469 | ||
| 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 |
60,292 | ||
| Other Intangible Assets |
18,430 | ||
| Other assets |
8,158 | ||
| Total assets |
$ | 106,217 | |
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| LIABILITIES |
|||
| Deposits: |
|||
| In domestic offices |
$ | 767 | |
| Noninterest-bearing |
767 | ||
| Interest-bearing |
0 | ||
| Federal funds purchased and securities sold under agreements to repurchased: |
|||
| Federal funds purchased in domestic offices |
0 | ||
| Securities sold under agreements to repurchase |
0 | ||
| Trading liabilities |
0 | ||
| Other borrowed money: |
|||
| (includes mortgage indebtedness and obligations under capitalized leases) |
6,000 | ||
| Bank’s liability on acceptances executed and outstanding |
0 | ||
| Subordinated notes and debentures |
0 | ||
| Other liabilities |
5,233 | ||
| Total liabilities |
12,000 | ||
| Minority interest in consolidated subsidiaries |
0 | ||
| EQUITY CAPITAL |
|||
| Common stock |
750 | ||
| Surplus |
69,299 | ||
| Retained earnings |
24,166 | ||
| Accumulated other comprehensive income |
2 | ||
| Other equity capital components |
0 | ||
| Total equity capital |
94,217 | ||
| Total liabilities and equity capital |
$ | 106,217 | |
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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