Form: S-3ASR

Automatic shelf registration statement of securities of well-known seasoned issuers

March 1, 2006


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)

BALL CORPORATION
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)
  35-0160610
(I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado
(Address of principal executive offices)

 

80021-2510
(Zip code)

Ball Aerosol and Specialty Container Corporation
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  87-0762488
(I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

(Address of principal executive offices)

 

80021-2510
(Zip code)


Ball Aerospace & Technologies Corp.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  84-1315001
(I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

(Address of principal executive offices)

 

80021-2510
(Zip code)

Ball Delaware Holdings, LLC
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  33-1022314
(I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

(Address of principal executive offices)

 

80021-2510
(Zip code)

Ball Metal Beverage Container Corp.
(Exact name of obligor as specified in its charter)

Colorado   84-1326644
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

Ball Metal Food Container Corp.
(Exact name of obligor as specified in its charter)

Delaware   22-2414869
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)


Ball Metal Food Container, LLC
(Exact name of obligor as specified in its charter)

Delaware   84-1534521
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

Ball Metal Packaging Sales Corp.
(Exact name of obligor as specified in its charter)

Colorado   84-1326641
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

Ball Packaging Corp.
(Exact name of obligor as specified in its charter)

Colorado   84-1326640
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

Ball Pan-European Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware   33-1022314
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

14270 Ramona Avenue
Chino, California

 

91710
(Address of principal executive offices)   (Zip code)


Ball Plastic Container Corp.
(Exact name of obligor as specified in its charter)

Colorado   84-1326643
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

Ball Technologies Holdings Corp.
(Exact name of obligor as specified in its charter)

Colorado   84-1220333
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Zip code)   (Address of principal executive offices)

BG Holdings I, Inc.
(Exact name of obligor as specified in its charter)

Delaware   35-1960867
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

BG Holdings II, Inc.
(Exact name of obligor as specified in its charter)

Delaware   35-1960866
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)


Efratom Holding, Inc.
(Exact name of obligor as specified in its charter)

Colorado   31-1421208
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

Latas de Aluminio Ball, Inc.
(Exact name of obligor as specified in its charter)

Delaware   54-1088943
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

9300 West 108th Circle
Broomfield, Colorado

 

80021-3682
(Address of principal executive offices)   (Zip code)

Metal Packaging International, Inc.
(Exact name of obligor as specified in its charter)

Colorado   84-1111796
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado

 

80021-2510
(Address of principal executive offices)   (Zip code)

Debt Securities
(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   One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York

 

33 Liberty Street, 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, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

    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. 333-106702.)

    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 28th day of February, 2006.


 

 

THE BANK OF NEW YORK

 

 

By:

 

/s/  
BEATA HRYNIEWICKA      
Name: Beata Hryniewicka
Title: Assistant Treasurer

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 December 31, 2005, 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   $ 3,361,000  
  Interest-bearing balances     7,528,000  
Securities:        
  Held-to-maturity securities     1,977,000  
  Available-for-sale securities     22,664,000  
Federal funds sold and securities purchased under agreements to resell        
  Federal funds sold in domestic offices     809,000  
  Securities purchased under agreements to resell     309,000  
Loans and lease financing receivables:        
  Loans and leases held for sale     0  
  Loans and leases, net of unearned income     33,263,000  
  LESS: Allowance for loan and lease losses     408,000  
  Loans and leases, net of unearned income and allowance     32,855,000  
Trading assets     5,625,000  
Premises and fixed assets (including capitalized leases)     821,000  
Other real estate owned     0  
Investments in unconsolidated subsidiaries and associated companies     283,000  
Customers' liability to this bank on acceptances outstanding     117,000  
Intangible assets:        
  Goodwill     2,138,000  
  Other intangible assets     764,000  
  Other assets     6,617,000  
   
 
  Total assets   $ 85,868,000  
   
 
         

LIABILITIES        
Deposits:        
  In domestic offices   $ 38,100,000  
  Noninterest-bearing     18,123,000  
  Interest-bearing     19,977,000  
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     27,218,000  
  Noninterest-bearing     383,000  
  Interest-bearing     26,835,000  
Federal funds purchased and securities sold under agreements to repurchase        
  Federal funds purchased in domestic offices     844,000  
  Securities sold under agreements to repurchase     118,000  
Trading liabilities     2,555,000  
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)     1,327,000  
Not applicable        
Bank's liability on acceptances executed and outstanding     119,000  
Subordinated notes and debentures     1,955,000  
Other liabilities     5,119,000  
   
 
Total liabilities   $ 77,355,000  
   
 
Minority interest in consolidated subsidiaries     139,000  

EQUITY CAPITAL

 

 

 

 
Perpetual preferred stock and related surplus     0  
Common stock     1,135,000  
Surplus (exclude all surplus related to preferred stock)     2,097,000  
Retained earnings     5,256,000  
Accumulated other comprehensive income     (114,000 )
Other equity capital components     0  
Total equity capital     8,374,000  
   
 
Total liabilities, minority interest, and equity capital   $ 85,868,000  
   
 

        I, Thomas J. Mastro, Executive 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,
Executive 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
  Directors