Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement 178 902K
2: EX-1.1 Purchase Agreement 71 262K
3: EX-3.1 Memorandum and Articles of Association 30 98K
8: EX-3.10 By-Laws of Ispat Inland Mining Company 14 40K
9: EX-3.11 Certificate of Incorporation 18 52K
10: EX-3.12 By-Laws of Incoal Company 12 52K
11: EX-3.13 Certificate of Incorporation 5 23K
12: EX-3.14 By-Laws of Ispat Inland Service Corp. 14 41K
13: EX-3.15 Certificate of Limited Partnership 1 14K
14: EX-3.16 Agreement of Limited Partnership 11 39K
15: EX-3.17 Certificate of Limited Liability Company 2 17K
16: EX-3.18 Limited Liability Company Agreement 11 42K
4: EX-3.6 Memorandum and Articles of Association 27 95K
5: EX-3.7 Certificate of Incorporation 4 22K
6: EX-3.8 By-Laws, as Amended, of Burnham Trucking Company 18 46K
7: EX-3.9 Certificate of Incorporation 8 26K
17: EX-4.5 Copy of Thirty-Seventh Supplemental Indenture 23 99K
18: EX-4.6 Copy of Thirty-Eighth Supplemental Indenture 29 115K
19: EX-4.7 Indenture 165 529K
20: EX-4.8 Registration Rights Agreement 30 125K
21: EX-5.1 Opinion of Mayer, Brown, Rowe & Maw LLP 3 23K
22: EX-5.2 Opinion of De Brauw Blackstone Westbroek N.V. 5 25K
23: EX-5.3 Opinion of Stewart McKelvey Stirling Scales 3 22K
24: EX-5.4 Opinion of Shearman & Sterling LLP 3 22K
25: EX-8.1 Opinion of Mayer, Brown, Rowe & Maw LLP 2 19K
26: EX-10.4 Pledge Agreement 23 81K
27: EX-12.1 Statement Regarding Computation of Ratios 2± 18K
28: EX-21.1 List of Subsidiaries of the Registrant 1 13K
29: EX-23.1 Consent of Deloitte & Touche LLP 1 15K
30: EX-23.2 Consent of Deloitte & Touche Accountants 1 15K
31: EX-23.3 Consent of Ernst & Young Ag 1 16K
32: EX-23.4 Consent of Ogilvy Renault 2± 17K
33: EX-23.5 Consent of Ernst & Young 1 14K
34: EX-23.6 Consent of Ernst & Young 1 14K
35: EX-25.1 Form T-1 Statement of Eligibility 6 40K
36: EX-99.1 Form of Letter of Transmittal 10 55K
37: EX-99.2 Form of Notice of Guaranteed Delivery 2 20K
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) [ ]
LASALLE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
36-0884183
(I.R.S. Employer
Identification No.)
135 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
-----------------------
Willie J. Miller, Jr.
Group Senior Vice President
Chief Legal Officer and Secretary
Telephone: (312) 904-2018
135 South LaSalle Street, Suite 925
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
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Ispat Inland ULC
And the Guarantors listed on the following page
(Exact name of obligor as specified in its charter)
Nova Scotia Not applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000, Route des Acieres JOL 1CO
Contrecoeur, Quebec
Canada
(Address of principal executive offices) (Zip Code)
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Senior Secured Floating Rate Notes Due 2010
9 3/4% Senior Secured Notes Due 2014
Guarantees
(Title of the indenture securities)
TABLE OF GUARANTORS
STATE OR OTHER
JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYER
NAME OF ADDITIONAL REGISTRANT FORMATION IDENTIFICATION NO.
----------------------------- ------------------- ------------------
Ispat International N.V.(1) The Netherlands Not Applicable
Ispat Inland Inc.(2) Delaware 36-1262880
Burnham Trucking Company, Inc.(2) Delaware 39-1328680
Incoal Company(2) Delaware 36-2744563
Ispat Inland Mining Company(2) Delaware 36-2814042
Ispat Inland Service Corp.(2) Delaware 36-3260991
Ispat Inland, L.P.(2) Delaware 52-2119872
3019693 Nova Scotia U.L.C.(3) Nova Scotia, Canada Not Applicable
Ispat Inland Finance, LLC(2) Delaware Not Applicable
-------------------------
(1) Address and telephone number of principal executive offices is 15th Floor,
Hofplein 20, 3032 AC Rotterdam, The Netherlands, 311 0217 8800
(2) Address and telephone number of principal executive offices is 3210 Watling
Street, East Chicago, Indiana 46312,
(219) 399-1200
Address and telephone number of principal executive offices is 4000, Route
des Acieres, Contrecoeur, Quebec, Canada JOL 1CO, (450) 587-8600.
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.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation, Washington, D.C.
3. The Board of Governors of the Federal Reserve Systems,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such affiliation.
Not Applicable
*Pursuant to General Instruction B, the trustee has responded only to items 1, 2
and 16 of this form since to the best knowledge of the trustee the obligor is
not in default under any indenture under which the trustee is a trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility and
qualification.
1. A copy of the Articles of Association of LaSalle Bank National
Association now in effect. (incorporated herein by reference to
Exhibit 1 filed with Form T-1 filed with the Current Report on
Form 8-K, dated June 29, 2000, in File No. 333-61691).
2. A copy of the certificate of authority to commence business
(incorporated herein by reference to Exhibit 2 filed with Form
T-1 filed with the Current Report on Form 8-K, dated June 29,
2000, in File No. 333-61691).
3. A copy of the authorization to exercise corporate trust powers
(incorporated herein by reference to Exhibit 3 filed with Form
T-1 filed with the Current Report on Form 8-K, dated June 29,
2000, in File No. 333-61691).
4. A copy of the existing By-Laws of LaSalle Bank National
Association (incorporated herein by reference to Exhibit 4 filed
with Form T-1 filed with the Current Report on Form 8-K, dated
June 29, 2000, in File No. 333-61691).
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939 (incorporated herein by reference to
Exhibit 6 filed with Form T-1 filed with the Current Report on
Form 8-K, dated June 29, 2000, in File No. 333-61691).
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle Bank National Association, 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 Chicago, State of Illinois, on the 1st day of
June, 2004.
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ John W. Porter
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John W. Porter
Vice President
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LaSalle Bank N.A. Call Date: 3/31/2004 ST-BK: 17-1520 EXHIBIT 7
135 South LaSalle Street Page RC-1
Chicago, IL 60603 CERT: 15407
Transit Number: 71000505
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2004
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
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Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin (1) 0081 1,634,318
b. Interest-bearing balances (2) 0071 10,784
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 127,803
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 23,757,044
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices B987 1,274,530
b. Securities purchased under agreements to resell (3) B989 118,823
4. Loans and lease financing receivables (from schedule RC-C)
a. Loans and leases held for sale 5369 518,931
b. Loans and leases, net of unearned income B528 34,169,827
c. LESS: Allowance for loan and lease losses 3123 681,686
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) B529 33,488,141
5. Trading assets (from Schedule RC-D) 3545 610,978
6. Premises and fixed assets (including capitalized leases) 2145 260,528
7. Other real estate owned (from Schedule RC-M) 2150 20,464
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) 2130 0
9. Customers' liability to this bank on acceptances outstanding 2155 15,566
10. Intangible assets (from Schedule RC-M)
a. Goodwill 3163 181,613
b. Other Intangible assets 0426 3,553
11. Other assets (from Schedule RC-F) 2160 3,074,642
12. Total assets (sum of items 1 through 11) 2170 65,097,718
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
[Download Table]
LaSalle Bank N.A. Call Date: 3/31/2004 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC- 2
Chicago, IL 60603 Vendor ID: D CERT: 15407
Transit Number: 71000505
SCHEDULE RC - CONTINUED
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Dollar Amounts in Thousands
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LIABILITIES
13.Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E, part I) 2200 28,107,482
RCON
----
(1) Noninterest-bearing (1) 6631 7,674,198
(2) Interest-bearing 6636 20,433,284
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) 2200 8,614,464
RCFN
----
(1) Noninterest-bearing 6631 0
(2) Interest-bearing 6636 8,614,464
RCON
----
14.Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices (2) B993 2,773,411
RCFD
----
b. Securities sold under agreements to repurchase (3) B995 2,249,364
15.Trading liabilities (from Schedule RC-D) 3548 263,024
16.Other borrowed money (includes mortgage indebtedness and obligations under 3190 10,601,714
capitalized leases): From schedule RC-M
17.Not applicable.
18.Bank's liability on acceptances executed and outstanding 2920 15,566
19.Subordinated notes and debentures (4) 3200 540,000
20.Other liabilities (from Schedule RC-G) 2930 6,988,713
21.Total liabilities (sum of items 13 through 20) 2948 60,153,738
22.Minority Interest in consolidated subsidiaries 3000 69,310
EQUITY CAPITAL
RCFD
----
23.Perpetual preferred stock and related surplus 3838 635,410
24.Common stock 3230 41,234
25.Surplus (exclude all surplus related to preferred stock) 3839 2,000,163
26.a.Retained Earnings 3632 2,068,864
b. Accumulated Other Comprehensive income.(5) B530 128,999
27.Other Equity capital components (6) 3284 0
28.Total equity capital (sum of items 23 through 27) 3210 4,874,670
29.Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 65,097,718
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
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1. Indicate in the box at the right the number of the statement below that best describes
the most comprehensive level of auditing work performed for the bank by independent RCFD Number
external auditors as of any date during 2001 ---- ------
6724 2
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Attestation on bank managements assertion on the effectiveness of the
banks internal control over financial reporting by a certified public
accounting firm.
4 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified accounting firm. (may be
required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16
"other borrowed money."
(3) Includes all securities repurchased agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains(losses) on available for sale
securities, accumulated net gains (losses) on cash flow hedges,
(6) Includes treasury stock and unearned Employee Stock Ownership plan shares.
Dates Referenced Herein and Documents Incorporated by Reference
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