Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Metallurg, Inc. 155 984K
2: EX-1.1 Purchase Agreement 34 118K
10: EX-3.10 By-Laws of Mir (China), Inc. 21 44K
3: EX-3.3 Certificate of Incorporation of Shieldalloy 3 16K
4: EX-3.4 By-Laws of Shieldalloy 15 46K
5: EX-3.5 Certificate of Incorporation of Metallurg Holdings 4 17K
6: EX-3.6 By-Laws of Metallurg Holdings Corporation 21 54K
7: EX-3.7 Certificate of Incorporation of Metallurg Services 5 23K
8: EX-3.8 By-Laws of Metallurg Services, Inc. 10 38K
9: EX-3.9 Certificate of Incorporation of Mir (China), Inc. 4 21K
11: EX-4.1 Indenture Re the Guarantors and Ibj Schroder Bank 181 448K
12: EX-4.4 Registration Agreement 37 94K
13: EX-5.1 Opinion of Rogers & Wells 2 15K
14: EX-10.1 Loan Agreement Dated April 14, 1997 129 436K
21: EX-10.10 Employment Agreements 115 415K
22: EX-10.11 Agreement Between Lsm and Alan D. Ewart 6 22K
15: EX-10.2 German Loan Agreement Dated October 20, 1997 76 206K
16: EX-10.5 Settlement Agreement Dated December 27, 1996 55 103K
17: EX-10.6 Permanent Injunction Consent Order 178 466K
18: EX-10.7 Registration Rights Agreement 23 79K
19: EX-10.8 1997 Stock Award and Stock Option Plan 13 53K
20: EX-10.9 Management Incentive Compensation Plan 8 32K
23: EX-12.1 Statement Re Computation of Ratio of Earnings 1 13K
24: EX-21.1 Subsidiaries of Metallurg, Et Al 2 14K
25: EX-25.1 Form T-1 Statement of Eligibility 8 28K
26: EX-27.1 Financial Data Schedule 1 14K
27: EX-99.1 Form of Letter of Transmittal 9 44K
28: EX-99.2 Form of Notice of Guaranteed Delivery 4 19K
29: EX-99.3 Form of Exchange Agent Agreement 7 41K
EXHIBIT 25.1
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 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
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
LUIS PEREZ, ASSISTANT 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)
METALLURG, INC.
(Exact names of obligor as specified in its charter)
Delaware 13-1661467
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
6 East 43rd Street
New York, New York
10017
(Address of principal executive offices) (Zip code)
11% Senior Notes Due 2007
----------
(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 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.
None
2
(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, of the obligors 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.
None
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 1 above).
*3. A copy of the Authorization of the trustee to exercise
corporate trust powers, 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).
5. Not Applicable
6. The consent of 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.
3
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 is 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.
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, 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 16th day of December 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Luis Perez
-------------------------------------
Luis Perez
Assistant 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 issuance by Metallurg,
Inc., of its $100,000,000 11% Senior Notes due 2007, 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/ Luis Perez
-------------------------------------
Luis Perez
Assistant Vice President
Dated: December 16, 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, 1997
[Enlarge/Download Table]
Dollar Amounts
in Thousands
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ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin ........................... $ 41,358
Interest-bearing balances .................................................... $ 314,171
Securities: Held-to-maturity securities ........................................ $ 196,749
Available-for-sale securities ...................................... $ 63,064
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 and Securities purchased under agreements to resell ..... $ 10,151
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................... $ 1,920,916
LESS: Allowance for loan and lease losses ..................... $ 59,498
LESS: Allocated transfer risk reserve ......................... $ -0-
Loans and leases, net of unearned income, allowance, and reserve ........... $1,861,418
Trading assets held in trading accounts......................................... $ 452
Premises and fixed assets (including capitalized leases)........................ $ 3,381
Other real estate owned......................................................... $ 202
Investments in unconsolidated subsidiaries and associated companies............. $ -0-
Customers' liability to this bank on acceptances outstanding.................... $ 122
Intangible assets............................................................... $ -0-
Other assets.................................................................... $ 65,280
TOTAL ASSETS.................................................................... $2,556,348
[Enlarge/Download Table]
LIABILITIES
Deposits:
In domestic offices........................................................... $ 787,592
Noninterest-bearing ........................................... $ 239,126
Interest-bearing .............................................. $ 548,466
In foreign offices, Edge and Agreement subsidiaries, and IBFs................. $1,125,802
Noninterest-bearing ........................................... $ 18,827
Interest-bearing .............................................. $ 1,106,975
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 and Securities sold under agreements to repurchase.. $ 225,000
Demand notes issued to the U.S. Treasury........................................ $ 50,000
Trading Liabilities............................................................. $ 61
Other borrowed money:
a) With a remaining maturity of one year or less............................ $ 57,291
b) With a remaining maturity of more than one year.......................... $ 1,763
c) With a remaining maturity of more than three years....................... $ 2,242
Bank's liability on acceptances executed and outstanding........................ $ 122
Subordinated notes and debentures............................................... $ -0-
Other liabilities............................................................... $ 72,909
TOTAL LIABILITIES............................................................... $2,322,782
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.......................................... $ (13,211)
Net unrealized gains (losses) on available-for-sale securities.................. $ 120
Cumulative foreign currency translation adjustments............................. $ -0-
TOTAL EQUITY CAPITAL............................................................ $ 233,566
TOTAL LIABILITIES AND EQUITY CAPITAL............................................ $2,556,348
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/2/98 | | | | | | | None on these Dates |
| Filed on: | | 12/31/97 |
| | 12/16/97 | | 6 |
| | 9/30/97 | | 7 |
| List all Filings |
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