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 171 970K
Business-Combination Transaction
2: EX-2.1 Stock Purchase Agreement Dtd November 27, 1996 57 249K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 7 27K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 24 52K
5: EX-4.1 Exhibit 4.1 Indenture (01/03/97) 164 632K
6: EX-4.2 Exhibit 4.2 Supp Indenture (01/03/97) 5 24K
7: EX-4.3 Exhibit 4.3 Purchase Agreement (12/20/96) 36 149K
8: EX-4.4 Exhibit 4.4 Registration Rights Agreement 26 100K
9: EX-4.5 Exhibit 4.5 Pledge and Security Agreement 21 82K
10: EX-4.6 Exhibit 4.6 Form of Old Note 17 56K
11: EX-4.7 Exhibit 4.7 Form of New Note 12 45K
12: EX-10.12 Pegasus Sewing Machine Agreement 9 35K
13: EX-10.13 Exhibit 10.13 Gm Pfaff Ag Distro Agreement 10 40K
14: EX-10.14 M&R International Dist Agree 18 70K
15: EX-10.15 M&R Distributor Agreement 17 59K
16: EX-10.16 Distribution Agreement Rhein-Nadel,Unity & Sunbran 8 26K
17: EX-10.20 Mitchell Asset Purchase Agreement 15 36K
18: EX-10.22 Consulting Agreement (Macpherson) 7 21K
19: EX-10.23 Employment Contract (J.D. Lee) 11 28K
20: EX-10.24 Employment Contract (R. Emerman) 11 28K
21: EX-10.25 Employment Contract (Hickman) 11 28K
22: EX-10.26 Employment Contract (Bumm) 11 28K
23: EX-10.27 Employment Agreement (Edwards) 11 28K
24: EX-12.1 Calculation of Ratio of E/Fc 2± 14K
25: EX-21.1 Subsidiaries of Willcox & Gibbs 1 10K
26: EX-23.2 Consents of Kpmg Peat Marwick LLP. 2 12K
27: EX-23.3 Consent of Arthur Andersen LLP. 1 9K
28: EX-24.1 Exhibit 24.1 Powers of Attorney 10 30K
29: EX-25.1 Exhibit 25.1 Form T-1 14 43K
30: EX-99.1 Exhibit 99.1 Letter of Transmittal 19 69K
31: EX-99.2 Exhibit 99.2 Notice of Guaranteed Delivery 4 17K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305 (b) (2)
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IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(State of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
Barbara McCluskey, Vice President
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
(212) 858-2000
(Name, Address and Telephone Number of Agent for Service)
WILLCOX & GIBBS, INC.
(Exact name of obligor as specified in its charter)
Delaware 98-0160214
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Milik Street
Carteret, New Jeresy
07008
(Address of principal executive office) (Zip code)
-----------------
$85,000,000 12 1/4% Series A Senior Notes due 2003
(Title of Indenture Securities)
-----------------
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.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York Second District
33 Liberty Street
New York, New York
(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.
The obligor is not an affiliate of the trustee.
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of voting securities
of the trustee:
As of March 27, 1997
Col. A Col. B
Title of class Amount Outstanding
Not Applicable
2
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, furnish the following
information:
(a) Title of the securities outstanding under each such other indenture
Not Applicable
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310 (b)
(1) of the Act arises as a result of the trusteeship under any such
other indenture, including a statement as to how the indenture
securities will rank as compared with the securities issued under
such other indenture.
Not Applicable
Item 5. Interlocking directorates and similar relationships with the obligor or
underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the
nature of each such connection.
Not Applicable
Item 6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner,
and executive officer of the obligor:
As of March 27, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
_____________ _____________ _____________ _________________________
Not Applicable
3
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner and executive officer of each such underwriter:
As of March 27, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
_____________ _____________ _____________ _________________________
Not Applicable
Item 8. Securities of the obligor owned or held by the trustee
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default
by the trustee:
As of March 27,1997
[Download Table]
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
_____________ _____________ ________________________ _________________________
Not Applicable
4
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by the
trustee:
As of March 27, 1997
[Download Table]
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
_____________ _____________ ________________________ _________________________
Not Applicable
Item 10. Ownership or holdings by the trustee of voting securities of
certain affiliates or securityholders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the
voting securities of such person:
As of March 27, 1997
[Download Table]
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
_____________ _____________ ________________________ _________________________
Not Applicable
5
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security
security for obligations in default any securities of a person who,
to the knowledge of the trustee, owns 50 percent or more of the
voting securities of the obligor, furnish the following information
as to each class of securities of such any of which are so owned or
held by the trustee:
As of March 27, 1997
Col. A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
_______________________ _____________________ ____________
Not Applicable
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of March 27, 1997
[Download Table]
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
_____________ _____________ ________________________ _________________________
Not Applicable
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
Not Applicable
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in
any other securities,
6
of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether
there has been a default under any such indenture or series,
identify the indenture or series affected, and explain the nature
of any such default.
Not Applicable
Item 14. Affiliations with the Underwriters
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustees.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company as
amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the Trustee to Commence
Business (Included in Exhibit I above).
*3. A copy of the Authorization of the Trustee, as amended to date (See
Exhibit 4 to Form T-1, Securities and Exchange Commission File No.
22-19146).
*4. A copy of the existing By-Laws of the Trustee, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange Commission File
No. 22-19146).
7
5. A copy of each Indenture referred to in Item 4, if the Obligor is
in default. Not Applicable.
6. The consent of the United States institutional trustee required by
Section 321(b) of the Act.
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.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a reference
to the copy of the Exhibit heretofore filed with the Securities and
Exchange Commission, to which there have been no amendments or changes.
NOTE
In answering any item in this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor and its directors or officers,
the trustee has relied upon information furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of
all facts on which to base responsive answers to Item 2, the answer to said Item
are based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an amendment to
this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and
16 of this form since to the best knowledge of the trustee as indicated in Item
13, the obligor is not in default under any indenture under which the applicant
is trustee.
8
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility & qualification 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 27th day of March, 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Barbara McCluskey
---------------------------------
Barbara McCluskey
Vice President
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the issue by Willcox & Gibbs, Inc. of its
12 1/4% Series A Senior Notes due 2003, we hereby consent that reports of
examinations by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Barbara McCluskey
---------------------------------
Barbara McCluskey
Vice President
Dated: March 27, 1997
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility & qualification 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 27th day of March, 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /S/ BARBARA MCCLUSKEY
---------------------------------
Barbara McCluskey
Vice President
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the issue by, Willcox & Gibbs, Inc. of its
12 1/4% Series Senior Notes due 2003 we hereby consent that reports of
examinations by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /S/ BARBARA MCCLUSKEY
---------------------------------
Barbara McCluskey
Vice President
Dated: March 27, 1997
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries
Report as of September 30, 1996
Dollar Amounts
in Thousands
--------------
ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin............... $ 34,228
Interest-bearing balances........................................ $ 229,175
Securities: Held-to-maturity securities............................ $ 174,707
Available-for-sale securities.......................... $ 36,168
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:
Federal Funds sold............................................... $ 15,062
Securities purchased under agreements to resell.................. $ -0-
Loans and lease financing receivables:
Loans and leases, net of unearned income.........$ 1,780,278
LESS: Allowance for loan and lease losses........$ 56,976
LESS: Allocated transfer risk reserve............$ -0-
Loans and leases, net of unearned income, allowance, and reserve.. $1,723,302
Trading assets held in trading accounts............................. $ 622
Premises and fixed assets (including capitalized leases)............ $ 4,264
Other real estate owned............................................. $ 397
Investments in unconsolidated subsidiaries and associated companies. $ -0-
Customers' liability to this bank on acceptances outstanding........ $ 105
Intangible assets................................................... $ -0-
Other assets........................................................ $ 153,290
TOTAL ASSETS........................................................ $2,371,320
LIABILITIES
Deposits:
In domestic offices............................................... $ 671,747
Noninterest-bearing ............................... $ 224,231
Interest-bearing .................................. $ 447,516
In foreign offices, Edge and Agreement subsidiaries, and IBFs..... $ 856,540
Noninterest-bearing ............................... $ 17,313
Interest-bearing .................................. $ 839,227
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased........................................... $ 430,500
Securities sold under agreements to repurchase.................... $ -0-
Demand notes issued to the U.S. Treasury............................ $ 50,000
Trading Liabilities................................................. $ 539
Other borrowed money:
a) With a remaining maturity of one year or less.................. $ 61,090
b) With a remaining maturity of more than one year................ $ 7,647
Mortgage indebtedness and obligations under capitalized leases...... $ -0-
Bank's liability on acceptances executed and outstanding............ $ 105
Subordinated notes and debentures................................... $ -0-
Other liabilities................................................... $ 77,289
TOTAL LIABILITIES................................................... $2,155,457
Limited-life preferred stock and related surplus.................... $ -0-
EQUITY CAPITAL
Perpetual preferred stock and related surplus....................... $ -0-
Common stock........................................................ $ 29,649
Surplus (exclude all surplus related to preferred stock)............ $ 217,008
Undivided profits and capital reserves.............................. $ (30,795)
Net unrealized gains (losses) on available-for-sale securities...... $ 1
Cumulative foreign currency translation adjustments................. $ -0-
TOTAL EQUITY CAPITAL................................................ $ 215,863
TOTAL LIABILITIES AND EQUITY CAPITAL................................ $2,371,320
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/3/97 | | | | | | | None on these Dates |
| | 3/27/97 | | 2 | | 12 |
| | 9/30/96 | | 13 |
| List all Filings |
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