EX-25.1 7 k50523exv25w1.htm EX-25.1 exv25w1
Exhibit 25.1

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM T-1
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)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
     
800 Nicollet Mall
   
Minneapolis, Minnesota
 
  55402
 
(Address of principal executive offices)   (Zip Code)
James Kowalski
U.S. Bank National Association
535 Griswold Street, Suite 550
Detroit, MI 48226
(313) 234-4716
(Name, address and telephone number of agent for service)
American Axle & Manufacturing, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware
 
  38-3138388
 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
American Axle & Manufacturing Holdings, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware   38-3161171
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   Identification No.)
AAM International Holdings, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware   38-3439761
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   Identification No.)
AccuGear, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware   26-3788013
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   Identification No.)
Colfor Manufacturing, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware   38-1834325
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   Identification No.)
DieTronik, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware   26-3005324
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   Identification No.)
MSP Industries Corporation
(Exact name of obligor as specified in its charter)
     
Michigan   38-2382767
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   Identification No.)
Oxford Forge, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware   83-0500168
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   Identification No.)
     
One Dauch Drive  
Detroit, Michigan
 
  48221
 
(Address of Principal Executive Offices)   (Zip Code)
Debt Securities and Guarantees of Debt Securities
(Title of the Indenture Securities)
 
 

 


 

FORM T-1
Item 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.
Comptroller of the Currency
Washington, D.C.
  b)   Whether it is authorized to exercise corporate trust powers.
Yes
Item 2.   AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
      None
Items 3-15   Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.   LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
  1.   A copy of the Articles of Association of the Trustee.*
 
  2.   A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
 
  3.   A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
 
  4.   A copy of the existing bylaws of the Trustee.**
 
  5.   A copy of each Indenture referred to in Item 4. Not applicable.
 
  6.   The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
 
  7.   Report of Condition of the Trustee as of March 31, 2011 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
 
*   Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
 
**   Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

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SIGNATURE
     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Detroit, State of Michigan on the 12th of July, 2011.
         
     
  By:   /s/ James Kowalski    
    James Kowalski   
    Vice President   
 

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Exhibit 2
(LOGO)
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1, The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

(STAMP)
     
IN TESTIMONY WHERE OF, I have
   
hereunto subscribed my name and caused
   
my seal of office to be affixed to these
   
presents at the Treasury Department, in the
   
City of Washington and District of
   
Columbia, this September 9, 2010.
   
 
   
(SIGNATURE)
   
 
   
Acting Comptroller of the Currency
   


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Exhibit 3
(LOGO)
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.

(STAMP)
     
IN TESTIMONY WHERE OF, I have
   
hereunto subscribed my name and caused
   
my seal of office to be affixed to these
   
presents at the Treasury Department, in the
   
City of Washington and District of
   
Columbia, this September 9, 2010.
   
 
   
(SIGNATURE)
   
 
   
Acting Comptroller of the Currency
   


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Exhibit 6
CONSENT
     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: July 12, 2011
         
     
  By:   /s/ James Kowalski    
    James Kowalski   
    Vice President   
 

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2011
($000’s)
         
    3/31/2011  
Assets
       
Cash and Balances Due From
  $ 13,798,547  
Depository Institutions
       
Securities
    58,784,508  
Federal Funds
    4,446,250  
Loans & Lease Financing Receivables
    188,553,195  
Fixed Assets
    5,071,554  
Intangible Assets
    13,223,551  
Other Assets
    22,091,641  
 
     
Total Assets
  $ 305,969,246  
 
       
Liabilities
       
Deposits
  $ 215,206,369  
Fed Funds
    8,615,219  
Treasury Demand Notes
    0  
Trading Liabilities
    579,986  
Other Borrowed Money
    34,076,282  
Acceptances
    0  
Subordinated Notes and Debentures
    7,760,721  
Other Liabilities
    7,772,817  
 
     
Total Liabilities
  $ 274,011,394  
 
       
Equity
       
Minority Interest in Subsidiaries
  $ 1,761,010  
Common and Preferred Stock
    18,200  
Surplus
    14,136,872  
Undivided Profits
    16,041,770  
 
     
Total Equity Capital
  $ 31,957,852  
 
       
Total Liabilities and Equity Capital
  $ 305,969,246  

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