Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement 220± 945K
2: EX-4 Exhibit 4.2 - Indenture 104± 451K
3: EX-4 Exhibit 4.3 - Supplemental Indenture 4± 19K
4: EX-4 Exhibit 4.4 - Form of Series B Security 6 40K
5: EX-4 Exhibit 4.5 - A/B Registration Rights Agreement 22± 97K
6: EX-5 Exhibit 5.1 - Legal Opinion 2± 15K
7: EX-10 Exhibit 10.18 - Credit Agreement 157± 660K
8: EX-12 Exhibit 12 - Statement Re: Computation of Ratios 3 18K
9: EX-21 Exhibit 21 - Subsidiaries of Falcon Products, Inc. 1 7K
10: EX-23 Exhibit 23.1 - Consent of Arthur Andersen LLP 1 7K
11: EX-23 Exhibit 23.2 - Consent of Ernst & Young LLP 1 7K
12: EX-25 Exhibit 25 - Statement of Eligibility 5 22K
13: EX-99 Exhibit 99.1 - Letter of Transmittal 17± 69K
14: EX-99 Exhibit 99.2 - Form of Notice of Delivery 3 16K
15: EX-99 Exhibit 99.3 - Form of Client Letter 2± 10K
16: EX-99 Exhibit 99.4 - Form of Registered Holder Letter 3 12K
17: EX-99 Exhibit 99.5 - Form of Instruction to Holder 2± 12K
EX-25 — Exhibit 25 – Statement of Eligibility
| EX-25 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
---------------------
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------
FALCON PRODUCTS, INC.
(Exact name of obligor as specified in its charter)
Delaware 43-0730877
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
(Address of principal executive offices) (Zip code)
-------------------
11-3/8% Senior Subordinated Notes due 2009
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the State 2 Rector Street, New York,
of 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 12th day of July, 1999.
THE BANK OF NEW YORK
By: /s/ ILIANA A. ARCIPRETE
---------------------------------
Name: ILIANA A. ARCIPRETE
Title: ASSISTANT TREASURER
EXHIBIT 7
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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 March 31, 1999,
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
ASSETS In Thousands
------ --------------
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. $4,508,742
Interest-bearing balances.......................... 4,425,071
Securities:
Held-to-maturity securities........................ 836,304
Available-for-sale securities...................... 4,047,851
Federal funds sold and Securities purchased under 1,743,269
agreements to resell...............................
Loans and lease financing receivables:
Loans and leases, net of unearned
income.................................39,349,679
LESS: Allowance for loan and
lease losses..............................603,025
LESS: Allocated transfer risk
reserve....................................15,906
Loans and leases, net of unearned income, 38,730,748
allowance, and reserve...........................
Trading Assets........................................ 1,571,372
Premises and fixed assets (including capitalized 685,674
leases)............................................
Other real estate owned............................... 10,331
Investments in unconsolidated subsidiaries and 182,449
associated companies...............................
Customers' liability to this bank on acceptances 1,184,822
outstanding........................................
Intangible assets..................................... 1,129,636
Other assets.......................................... 2,632,309
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Total assets.......................................... $61,688,578
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LIABILITIES
Deposits:
In domestic offices................................ $25,731,036
Noninterest-bearing......................10,252,589
Interest-bearing.........................15,478,447
In foreign offices, Edge and Agreement 18,756,302
subsidiaries, and IBFs...........................
Noninterest-bearing.........................111,386
Interest-bearing.........................18,644,916
Federal funds purchased and Securities sold under 3,276,362
agreements to repurchase...........................
Demand notes issued to the U.S.Treasury............... 230,671
Trading liabilities................................... 1,554,493
Other borrowed money:
With remaining maturity of one year or less........ 1,154,502
With remaining maturity of more than one year 465
through three years..............................
With remaining maturity of more than three years... 31,080
Bank's liability on acceptances executed and 1,185,364
outstanding........................................
Subordinated notes and debentures..................... 1,308,000
Other liabilities..................................... 2,743,590
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Total liabilities..................................... 55,971,865
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EQUITY CAPITAL
Common stock.......................................... 1,135,284
Surplus............................................... 764,443
Undivided profits and capital reserves................ 3,807,697
Net unrealized holding gains (losses) on 44,106
available-for-sale securities......................
Cumulative foreign currency translation adjustments...
( 34,817)
-----------
Total equity capital.................................. 5,716,713
-----------
Total liabilities and equity capital.................. $61,688,578
===========
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
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Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and 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
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
A. Reyni
Alan R. Griffith
Gerald L. Hassell
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/20/99 | | | | | | | 8-K/A |
| | 3/31/99 | | 4 |
| List all Filings |
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