SEC Info - Gencorp Inc, et al. - ‘S-4’ on 10/6/03

SEC Info℠

Home

Help

Please Sign In

Gencorp Inc, et al. – ‘S-4’ on 10/6/03 – EX-25.1

On: Monday, 10/6/03, at 5:25pm ET · Accession #: 1047469-3-32666 · File #s: 333-109518, -01, -02, -03, -04, -05, -06, -07, -08, -09

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/06/03  Gencorp Inc                       S-4                   36:3.5M                                   Merrill Corp/New/FA
          Aerojet Fine Chemicals LLC
          Aerojet Investments Ltd
          Aerojet-General Corp
          GDX Automotive Inc
          GDX LLC
          Gencorp Property Inc
          Penn International Inc
          Rko General Inc
          Aerojet Ordnance Tennessee Inc

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.65M 
                          Business-Combination Transaction                       
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     35K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     59K 
11: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML     38K 
12: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML     21K 
13: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML     63K 
14: EX-3.13     Articles of Incorporation/Organization or By-Laws   HTML     29K 
15: EX-3.14     Articles of Incorporation/Organization or By-Laws   HTML     42K 
16: EX-3.15     Articles of Incorporation/Organization or By-Laws   HTML     17K 
17: EX-3.16     Articles of Incorporation/Organization or By-Laws   HTML     68K 
18: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML     34K 
19: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML     34K 
20: EX-3.19     Articles of Incorporation/Organization or By-Laws   HTML     63K 
21: EX-3.20     Articles of Incorporation/Organization or By-Laws   HTML     54K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     17K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     38K 
 6: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML     67K 
 7: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML     35K 
 8: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML     18K 
 9: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML     61K 
10: EX-3.9      Articles of Incorporation/Organization or By-Laws   HTML     35K 
22: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    580K 
23: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    128K 
24: EX-5.1      Opinion re: Legality                                HTML     23K 
25: EX-5.2      Opinion re: Legality                                HTML     22K 
26: EX-10.1     Material Contract                                   HTML    117K 
27: EX-10.2     Material Contract                                   HTML     78K 
28: EX-12.1     Statement re: Computation of Ratios                 HTML     31K 
29: EX-23.1     Consent of Experts or Counsel                       HTML     16K 
30: EX-24.1     Power of Attorney                                   HTML     28K 
31: EX-25.1     Statement re: Eligibility of Trustee                HTML     53K 
32: EX-99.1     Miscellaneous Exhibit                               HTML     90K 
33: EX-99.2     Miscellaneous Exhibit                               HTML     34K 
34: EX-99.3     Miscellaneous Exhibit                               HTML     22K 
35: EX-99.4     Miscellaneous Exhibit                               HTML     18K 
36: EX-99.5     Miscellaneous Exhibit                               HTML     20K

EX-25.1 — Statement re: Eligibility of Trustee
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibit 25.1 Exhibit 7 QuickLinks Signature
1	1st Page - Filing Submission
"	Exhibit 25.1
"	Signature
"	Exhibit 7
"	QuickLinks

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

QuickLinks -- Click here to rapidly navigate through this document

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) o

THE BANK OF NEW YORK (Exact name of trustee as specified in its charter)
New York (State of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)
GenCorp Inc. (Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)		34-0244000 (I.R.S. employer identification no.)
GenCorp Inc. Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)
Aerojet Fine Chemicals LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)		68-0421004 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Building 05019 Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)
Aerojet-General Corporation (Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)		95-175-1500 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)

Aerojet Investments Ltd. (Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)		68-0400628 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)
Aerojet Ordnance Tennessee, Inc. (Exact name of obligor as specified in its charter)
Tennessee (State or other jurisdiction of incorporation or organization)		62-0810566 (I.R.S. employer identification no.)
Old Highway 11 East Jonesborough, TN (Address of principal executive offices)		37659 (Zip code)
GenCorp Property Inc. (Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)		68-0464686 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)
GDX Automotive Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)		38-3283550 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)
GDX LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)		68-0464685 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)

Penn International Inc. (Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)		34-6514222 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)
RKO General, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)		13-1193040 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)		95670 (Zip code)

9¹/2% Senior Subordinated Notes due 2013
(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
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 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 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 Act, 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 17th day of September, 2003.

		THE BANK OF NEW YORK
		By:	/s/ *MARY LAGUMINA* Name: Mary Lagumina Title: Vice President

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 June 30, 2003, 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		$	4,257,371
	Interest-bearing balances			6,048,782
Securities:
	Held-to-maturity securities			373,479
	Available-for-sale securities			18,918,169
Federal funds sold in domestic offices				6,689,000
Securities purchased under agreements to resell				5,293,789
Loans and lease financing receivables:
	Loans and leases held for sale			616,186
	Loans and leases, net of unearned income	38,342,282
	LESS: Allowance for loan and lease losses	819,982
	Loans and leases, net of unearned income and allowance			37,522,300
Trading Assets				5,741,193
Premises and fixed assets (including capitalized leases)				958,273
Other real estate owned				441
Investments in unconsolidated subsidiaries and associated companies				257,626
Customers' liability to this bank on acceptances outstanding				159,995
Intangible assets
	Goodwill			2,554,921
	Other intangible assets			805,938
Other assets				6,285,971

Total assets			$	96,483,434

LIABILITIES
Deposits:
	In domestic offices		$	37,264,787
	Noninterest-bearing	15,357,289
	Interest-bearing	21,907,498
	In foreign offices, Edge and Agreement subsidiaries, and IBFs			28,018,241
	Noninterest-bearing	1,026,601
	Interest-bearing	26,991,640
Federal funds purchased in domestic offices				739,736
Securities sold under agreements to repurchase				465,594
Trading liabilities				2,456,565
Other borrowed money:
	(includes mortgage indebtedness and obligations under capitalized leases)			8,994,708
Bank's liability on acceptances executed and outstanding				163,277
Subordinated notes and debentures				2,400,000
Other liabilities				7,446,726

Total liabilities			$	87,949,634

Minority interest in consolidated subsidiaries				519,472
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common stock				1,135,284
Surplus				2,056,273
Retained earnings				4,694,161
Accumulated other comprehensive income				128,610
Other equity capital components				0
Total equity capital				8,014,328

Total liabilities minority interest and equity capital			$	96,483,434

I, Thomas J. Mastro, Senior 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,
Senior 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
Gerald L. Hassell
Alan R. Griffith

]

Directors

QuickLinks

Exhibit 25.1

SIGNATURE

EXHIBIT 7

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-4’ Filing	Date	Other Filings

Filed on:	10/6/03	8-K
	6/30/03
		List all Filings

↑Top

Filing Submission 0001047469-03-032666 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Gencorp Inc, et al. – ‘S-4’ on 10/6/03 – EX-25.1

On: Monday, 10/6/03, at 5:25pm ET · Accession #: 1047469-3-32666 · File #s: 333-109518, -01, -02, -03, -04, -05, -06, -07, -08, -09

Previous ‘S-4’: None · Next: ‘S-4/A’ on 12/15/03 · Latest: ‘S-4/A’ on 9/27/13

Registration of Securities Issued in a Business-Combination Transaction — Form S-4Filing Table of Contents

EX-25.1 — Statement re: Eligibility of TrusteeExhibit Table of Contents

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

EX-25.1 — Statement re: Eligibility of Trustee
Exhibit Table of Contents