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Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 5.05M
Business-Combination Transaction
3: EX-4.10 First Supplemental Indenture, Dated as of HTML 33K
12/12/2012
2: EX-4.9 First Supplemental Indenture, Dated as of HTML 33K
12/12/2012
4: EX-5.1 Opinion of Fried, Frank, Harris, Shriver & HTML 33K
Jacobson LLP
5: EX-5.2 Opinion of Baker and Hostetler LLP HTML 19K
6: EX-12.1 Statement of Computation of Ratio of Earnings to HTML 46K
Fixed Charges
7: EX-21.1 Subsidiaries of Aleris International HTML 45K
8: EX-23.2 Consent of Ernst & Young LLP HTML 11K
9: EX-25.1 Form T-1 Statement of Eligibility Under the Trust HTML 37K
Indenture Act of 1939
10: EX-99.1 Form of Letter of Transmittal HTML 75K
11: EX-99.2 Form of Notice of Guaranteed Delivery HTML 31K
12: EX-99.3 Form of Instruction to Registered Holder From HTML 16K
Beneficial Owners
13: EX-99.4 Form of Letter to Clients HTML 15K
14: EX-99.5 Form of Letter to Registered Holders HTML 19K
| Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 |
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) |
U.S. Bank National Association
535 Griswold Street, Suite 550
(313) 234-4716
(Name, address and telephone number of agent for service)
Aleris International, Inc.
(Issuer with respect to the Securities)
| Delaware | 27-1539680 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 25825 Science Park Drive Cleveland, Ohio |
44122-7392 | |
| (Address of Principal Executive Offices) | (Zip Code) |
7 7/8% Senior Notes Due 2020
(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 September 30, 2012 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.
2
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 December, 2012.
| By: | /s/ James Kowalski | |
| Vice President | ||
3
Exhibit 2
4
Exhibit 3
5
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: December 12, 2012
| By: | /s/ James Kowalski | |
| Vice President | ||
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2012
($000’s)
| 9/30/2012 | ||||
|
|
|
|||
| Assets |
||||
| Cash and Balances Due From Depository Institutions |
$ | 9,381,745 | ||
| Securities |
73,560,962 | |||
| Federal Funds |
54,418 | |||
| Loans & Lease Financing Receivables |
216,024,463 | |||
| Fixed Assets |
5,197,616 | |||
| Intangible Assets |
12,193,832 | |||
| Other Assets |
26,214,236 | |||
|
|
|
|||
| Total Assets |
$ | 342,627,272 | ||
| Liabilities |
||||
| Deposits |
$ | 248,628,028 | ||
| Fed Funds |
4,356,963 | |||
| Treasury Demand Notes |
0 | |||
| Trading Liabilities |
389,944 | |||
| Other Borrowed Money |
31,814,742 | |||
| Acceptances |
0 | |||
| Subordinated Notes and Debentures |
5,846,882 | |||
| Other Liabilities |
12,415,745 | |||
|
|
|
|||
| Total Liabilities |
$ | 303,452,034 | ||
| Equity |
||||
| Common and Preferred Stock |
18,200 | |||
| Surplus |
14,133,290 | |||
| Undivided Profits |
22,926,251 | |||
| Minority Interest in Subsidiaries |
$ | 2,097,497 | ||
|
|
|
|||
| Total Equity Capital |
$ | 39,175,238 | ||
| Total Liabilities and Equity Capital |
$ | 342,627,272 | ||
7
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 12/13/12 | |||
| Filed on: | 12/12/12 | 8-K | ||
| 9/30/12 | 10-Q, 8-K/A | |||
| 5/5/10 | ||||
| 11/15/05 | ||||
| List all Filings | ||||