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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/14/06 Pregis Corp S-4/A¶ 50:10M Donnelley … Solutions/FA Pregis Holding II Corp Pregis Management Corp Pregis Innovative Packaging Inc. Hexacomb Corp |
Document/Exhibit Description Pages Size
1: S-4/A Amendment No.1 to Form S-4 HTML 3.59M
49: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 10K
50: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 161K
2: EX-2.1 Stock Purchase Agreement, Dated as of June 23,2005 HTML 416K
3: EX-3.1 Certificate of Incorporation of Pregis Corporation HTML 22K
12: EX-3.10 By-Laws of Hexacomb Corporation HTML 57K
4: EX-3.2 By-Laws of Pregis Corporation HTML 64K
5: EX-3.3 Certificate of Incorporation of Pregis Holding Ii HTML 23K
Corporation
6: EX-3.4 By-Laws of Pregis Holding Ii Corporation HTML 64K
7: EX-3.5 Certificate of Incorporation of Pregis Management HTML 23K
Corporation
8: EX-3.6 By-Laws of Pregis Management Corporation HTML 63K
9: EX-3.7 Certificate of Incorporation of Pregis Innovative HTML 28K
Packaging Inc.
10: EX-3.8 By-Laws of Pregis Innovative Packaging Inc. HTML 57K
11: EX-3.9 Certificate of Incorporation of Hexacomb HTML 293K
Corporation
13: EX-4.1 Indenture HTML 693K
14: EX-4.2 Indenture HTML 659K
15: EX-4.4 Registration Rights Agreement HTML 102K
16: EX-5.1 Opinion of Fried, Frank, Harris, Shriver & HTML 34K
Jacobson LLP
17: EX-10.1 Credit Agreement HTML 708K
26: EX-10.10 Separation Agreement and Release, Dated November HTML 54K
30, 2005
27: EX-10.11 Pregis Holding I Corporation 2005 Stock Option HTML 57K
Plan
28: EX-10.12 Form of Nonqualified Stock Option Agreement HTML 34K
29: EX-10.13 Pregis Holding I Corporation Employee Stock HTML 20K
Purchase Plan
30: EX-10.14 Form of Employee Subscription Agreement HTML 50K
31: EX-10.15 Employment Agreement, Dated February 6, 2006 HTML 52K
32: EX-10.16 Employment Agreement, Dated January 23, 2006 HTML 43K
33: EX-10.17 Employment Agreement of A Managing Director, Dated HTML 47K
July 1, 1995
34: EX-10.18 Employment Agreement, Dated January 23, 2006 HTML 43K
35: EX-10.19 Employment Agreement, Dated November 7, 1990 HTML 59K
18: EX-10.2 First Lien Security Agreement HTML 195K
36: EX-10.20 Employment Agreement, Dated January 23, 2006 HTML 43K
37: EX-10.21 Employment Agreement of A Managing Director, Dated HTML 61K
March 8, 2004
38: EX-10.22 Noncompetition Agreements HTML 178K
39: EX-10.23 Nonqualified Stock Option Agreements HTML 164K
19: EX-10.3 Second Lien Security Agreement HTML 210K
20: EX-10.4 Senior Pledge Agreement HTML 98K
21: EX-10.5 Subordinated Pledge Agreement HTML 99K
22: EX-10.6 First Lien Intellectual Property Security HTML 34K
Agreement
23: EX-10.7 Second Lien Intellectual Property Security HTML 33K
Agreement
24: EX-10.8 Management Agreement HTML 31K
25: EX-10.9 Separation and Consulting Agreement, Dated HTML 65K
November 30, 2005
41: EX-21.1 List of Subsidiaries HTML 17K
42: EX-23.2 Consent of Ernst & Young LLP HTML 16K
43: EX-25.1 Statement of Eligibility Under the Trust Indenture HTML 53K
Act of 1939 on Form T-1
44: EX-99.1 Form of Letter of Transmittal HTML 142K
45: EX-99.2 Form of Notice of Guaranteed Delivery HTML 37K
46: EX-99.3 Form of Instructions to Registered Holder From HTML 27K
Beneficial Owner
47: EX-99.4 Form of Letter to Clients HTML 21K
48: EX-99.5 Form of Letter to Registered Holders HTML 26K
40: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 58K
| Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 |
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) ¨
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
| New York | 13-5160382 | |
| (State of incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) | |
| One Wall Street, New York, NY | 10286 | |
| (Address of principal executive offices) | (Zip code) | |
PREGIS CORPORATION
(Exact name of obligor as specified in its charter)
| Illinois | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
| 1900 West Field Court |
60045 | |
| (Address of principal executive offices) | (Zip code) | |
Debt Securities
12 375 Senior Subordinated Notes due 2013
Senior Secured Floating Rate Notes due 2013
Exhibit 7
| 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 | 2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203 | |
| Federal Reserve Bank of New York | 33 Liberty Plaza, 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 Obligors. |
If either 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 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) |
| 4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) |
| 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. 33-44051.) |
| 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 Trust Indenture Act of 1939, 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 8th day of February 2006.
| THE BANK OF NEW YORK | ||
| By: |
/s/ Vanessa Mack | |
| Assistant Vice President | ||
- 2 -
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 September 30, 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 |
$ | 3,223,000 | |
| Interest-bearing balances |
6,428,000 | ||
| Securities: |
|||
| Held-to-maturity securities |
2,071,000 | ||
| Available-for-sale securities |
22,899,000 | ||
| Federal funds sold and securities purchased under agreements to resell |
|||
| Federal funds sold in domestic offices |
1,783,000 | ||
| Securities purchased under agreements to resell |
271,000 | ||
| Loans and lease financing receivables: |
|||
| Loans and leases held for sale |
0 | ||
| Loans and leases, net of unearned income |
34,349,000 | ||
| LESS: Allowance for loan and lease losses |
557,000 | ||
| Loans and leases, net of unearned income and allowance |
33,792,000 | ||
| Trading assets |
5,761,000 | ||
| Premises and fixed assets (including capitalized leases) |
801,000 | ||
| Other real estate owned |
0 | ||
| Investments in unconsolidated subsidiaries and associated companies |
288,000 | ||
| Customers’ liability to this bank on acceptances outstanding |
106,000 | ||
| Intangible assets: |
|||
| Goodwill |
2,158,000 | ||
| Other intangible assets |
765,000 | ||
| Other assets |
5,391,000 | ||
| Total assets |
$ | 85,737,000 | |
| LIABILITIES |
|||
| Deposits: |
|||
| In domestic offices |
$ | 35,878,000 | |
| Noninterest-bearing |
16,458,000 | ||
| Interest-bearing |
19,420,000 | ||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
26,474,000 | ||
| Noninterest-bearing |
448,000 | ||
| Interest-bearing |
26,026,000 | ||
| Federal funds purchased and securities sold under agreements to repurchase |
|||
| Federal funds purchased in domestic offices |
3,200,000 | ||
| Securities sold under agreements to repurchase |
101,000 | ||
| Trading liabilities |
2,914,000 | ||
| Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
1,247,000 | ||
| Not applicable |
|||
| Bank’s liability on acceptances executed and outstanding |
108,000 | ||
| Subordinated notes and debentures |
1,440,000 | ||
| Other liabilities |
6,119,000 | ||
| Total liabilities |
$ | 77,481,000 | |
| Minority interest in consolidated subsidiaries |
141,000 | ||
| EQUITY CAPITAL |
|||
| Perpetual preferred stock and related surplus |
0 | ||
| Common stock |
1,135,000 | ||
| Surplus (exclude all surplus related to preferred stock) |
2,092,000 | ||
| Retained earnings |
4,976,000 | ||
| Accumulated other comprehensive income |
-88,000 | ||
| Other equity capital components |
0 | ||
| Total equity capital |
8,115,000 | ||
| Total liabilities, minority interest, and equity capital |
$ | 85,737,000 | |
- 4 -
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 |
Directors | |||
| Gerald L. Hassell |
- 5 -
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/06 | None on these Dates | ||
| 9/30/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/06 SEC UPLOAD¶ 10/21/17 1:11K Pregis Holding II Corp. |