<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1999.
REGISTRATION NO. 333-76341
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------
SAFELITE GLASS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7536 13-3386709
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1105 SCHROCK ROAD
COLUMBUS, OHIO 43229
(614) 842-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
POE A. TIMMONS
VICE PRESIDENT -- FINANCE
SAFELITE GLASS CORP.
1105 SCHROCK ROAD
COLUMBUS, OHIO 43229
(614) 842-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPY TO:
CHARLES W. ROBINS, ESQ.
HUTCHINS, WHEELER & DITTMAR
A PROFESSIONAL CORPORATION
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 951-6600
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
Amendment No. 1 to this Registration Statement is being filed solely to
file Exhibit 25.1, Statement on Form T-1 of the eligibility of the Trustee.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the General Corporation Law of the State of
Delaware, each director and officer of the registrant may be indemnified by the
registrant against expenses (including attorney's fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed legal
proceedings in which he is involved by reason of the fact that he is or was a
director or officer of the registrant if he acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
registrant and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the registrant, the director or
officer may not be indemnified in respect of any claim, issue or matter to which
he has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the registrant unless a court determines otherwise.
Safelite's certificate of incorporation, which is filed as an exhibit to this
registration statement, contains provisions authorizing this indemnity.
Safelite's Amended and Restated By-Laws, which are filed as an exhibit to
this registration statement, authorize Safelite to indemnify its present and
former directors and to pay or reimburse these individuals for fees and expenses
in advance of a final disposition of a proceeding upon receipt of an undertaking
by or on behalf of these individuals to repay such amounts if so required.
Safelite maintains insurance with respect to the liabilities that may arise
under the statutory provisions referred to above. The directors and officers of
Safelite also are insured against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, which might be incurred by
them in their capacities and against which they are not indemnified by Safelite.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS. UNLESS OTHERWISE INDICATED, ALL EXHIBITS HAVE BEEN PREVIOUSLY
FILED.
<TABLE>
<S> <C>
3.1 Restated Certificate of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 3(i) of the
Company's Form 10-Q for the quarter ended January 2, 1999.
3.2 Amended and Restated By-Laws of the Company. Incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
4.1 Indenture dated as of December 20, 1996 between the Company
and Fleet National Bank, as Trustee. Incorporated by
reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
4.2 First Supplemental Indenture dated as of December 12, 1997
between the Company and State Street Bank and Trust Company,
as Trustee. Incorporated by reference to Exhibit 4.2 of the
Company's Registration Statement on Form S-4 (File No.
333-21949).
4.3 Second Supplemental Indenture dated as of December 18, 1997
between the Company and State Street Bank and Trust Company.
Incorporated by reference to Exhibit 4.3 of the Company's
Registration Statement on Form S-4 (File No. 333-21949).
</TABLE>
II-1
<PAGE> 4
<TABLE>
<S> <C>
4.4 Indenture, dated as of December 18, 1998, by and between the
Company and State Street Bank and Trust Company.
4.5 Form of Exchange Note. Included in Exhibit 4.4.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation regarding legality of the securities being
registered.
8 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation regarding tax matters.
10.1 Recapitalization Agreement and Plan of Merger and Stock
Purchase Agreement, dated as of November 8, 1996, by and
among Lear Siegler Holdings Corp., The LS Selling
Stockholders (as defined therein), the Company, LSNWY Corp.,
LS Acquisition Corp. and Lite Acquisition Corp. Incorporated
by reference to Exhibit 10.1 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.2 Credit Agreement, amended and restated through December 17,
1997, by and among the Company, various lending
institutions, The Chase Manhattan Bank, Bankers Trust
Company and Goldman Sachs Credit Partners L.P. Incorporated
by reference to Exhibit 10.2 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.3 Employment Agreement, dated as of December 20, 1996, by and
between the Company and Garen K. Staglin. Incorporated by
reference to Exhibit 10.3 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.4 Employment Agreement, dated as of December 20, 1996, by and
between the Company and John F. Barlow. Incorporated by
reference to Exhibit 10.4 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.5 Employment Agreement, dated as of December 20, 1996, by and
between the Company and Douglas A. Herron. Incorporated by
reference to Exhibit 10.5 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.6 Safelite Glass Corp. 1996 Stock Option Plan. Incorporated by
reference to Exhibit 10.6 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.7 Safelite Glass Corp. 1998 Stock Option Plan. Incorporated by
reference to Exhibit 10.7 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.8 Amended and Restated Management Agreement, dated as of
December 18, 1997, by and between the Company and Thomas H.
Lee Company. Incorporated by reference to Exhibit 10.8 of
the Company's Registration Statement on Form S-4 (File No.
333-21949).
10.9 Amended and Restated Management Agreement, dated as of
December 18, 1997, by and between the Company and Belron
International BV. Incorporated by reference to Exhibit 10.9
of the Company's Registration Statement on Form S-4 (File
No. 333-21949).
10.10 Amended and Restated Shareholders Agreement, dated as of
December 18, 1997, among the Company and the stockholders
named therein. Incorporated by reference to Exhibit 10.10 of
the Company's Registration Statement on Form S-4 (File No.
333-21949).
10.11 Pledge Agreement, dated as of December 17, 1997, made by the
Company in favor of The Chase Manhattan Bank, as Collateral
Agent. Incorporated by reference to Exhibit 10.11 of the
Company's Registration Statement on Form S-4 (File No.
333-21949).
10.12 Amendment No. 1 to the Amended and Restated Shareholders'
Agreement, dated as of March 26, 1998. Incorporated by
reference to Exhibit 10.12 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C>
10.13 Amendment to the Safelite Glass Corp. 1998 Stock Option
Plan. Incorporated by reference to Exhibit 10.13 of the
Company's Registration Statement on Form S-4 (File No.
333-21949).
10.14 Registration Agreement, dated as of December 18, 1997, among
the Company and the stockholders named therein. Incorporated
by reference to Exhibit 10.14 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.15 Security Agreement, as amended and restated through December
17, 1997, among the Company and The Chase Manhattan Bank, as
Collateral Agent. Incorporated by reference to Exhibit 10.15
of the Company's Registration Statement on Form S-4 (File
No. 333-21949).
10.16 Amendment No. 1 to Credit Agreement, dated as of December
18, 1998, by and among the Company, various lending
institutions, The Chase Manhattan Bank, Bankers Trust
Company and Goldman Sachs Credit Partners L.P.
10.17 Safelite Glass Corp. 1999 Stock Option Plan.
10.18 Exchange and Registration Rights Agreement, dated December
18, 1998, among the Company, Chase Securities Inc., BT Alex.
Brown Incorporated and Salomon Brothers Inc.
12.1 Computation of the Ratio of Earnings to Fixed Charges for
the Company.
21.1 List of subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page hereto).
25.1* Statement on Form T-1 of the eligibility of the Trustee.
27.1 Financial Data Schedule.
99.1 Letter of Transmittal.
99.2 Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement between the Company and
State Street Bank and Trust Company.
</TABLE>
- -------------------------
* Filed herewith.
** To be filed by amendment.
(B) FINANCIAL STATEMENT SCHEDULES.
Schedules have been omitted since the information is not applicable, not
required or is included in the financial statements or notes thereto.
ITEM 22. UNDERTAKINGS
(a)(1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to the reofferings
by persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
II-3
<PAGE> 6
(a)(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415 (sec.230.415 of this chapter),
will be filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(a)(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(d) The undersigned registrant hereby undertakes:
(d)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement.
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (sec.230,424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set
II-4
<PAGE> 7
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan of
distribution information in the registration statement;
(d)(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(d)(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-5
<PAGE> 8
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF COLUMBUS, STATE OF OHIO,
ON THE 20TH DAY OF APRIL, 1999.
SAFELITE GLASS CORP.
By: /s/ JOHN F. BARLOW
-----------------------------------
John F. Barlow
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN F. BARLOW Director, President and Chief Executive April 20, 1999
- --------------------------------- Officer (principal executive officer)
John F. Barlow
/s/ * Director and Chairman of the Board April 20, 1999
- ---------------------------------
Garen K. Staglin
/s/ DOUGLAS A. HERRON Senior Vice President, Treasurer and April 20, 1999
- --------------------------------- Chief Financial Officer (principal financial
Douglas A. Herron and accounting officer)
/s/ * Director April 20, 1999
- ---------------------------------
Anthony J. DiNovi
/s/ * Director April 20, 1999
- ---------------------------------
Selwyn Herson
/s/ * Director April 20, 1999
- ---------------------------------
Adrian F. Jones
/s/ * Director April 20, 1999
- ---------------------------------
Seth W. Lawry
/s/ * Director April 20, 1999
- ---------------------------------
Thomas H. Lee
/s/ * Director April 20, 1999
- ---------------------------------
Ronnie Lubner
/s/ * Director April 20, 1999
- ---------------------------------
John E. Mason
</TABLE>
II-6
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ * Director April 20, 1999
- ---------------------------------
M. Louis Shakinovksy
/s/ * Director April 20, 1999
- ---------------------------------
Scott M. Sperling
/s/ * Director April 20, 1999
- ---------------------------------
Rodney Stansfield
*By: /s/ JOHN F. BARLOW
- ---------------------------------
John F. Barlow
as Attorney-in-Fact
</TABLE>
II-7
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 3(i) of the
Company's Form 10-Q for the quarter ended January 2, 1999.
3.2 Amended and Restated By-Laws of the Company. Incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
4.1 Indenture dated as of December 20, 1996 between the Company
and Fleet National Bank, as Trustee. Incorporated by
reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
4.2 First Supplemental Indenture dated as of December 12, 1997
between the Company and State Street Bank and Trust Company,
as Trustee. Incorporated by reference to Exhibit 4.2 of the
Company's Registration Statement on Form S-4 (File No.
333-21949).
4.3 Second Supplemental Indenture dated as of December 18, 1997
between the Company and State Street Bank and Trust Company.
Incorporated by reference to Exhibit 4.3 of the Company's
Registration Statement on Form S-4 (File No. 333-21949).
4.4 Indenture, dated as of December 18, 1998, by and between the
Company and State Street Bank and Trust Company.
4.5 Form of Exchange Note. Included in Exhibit 4.4.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation regarding legality of the securities being
registered.
8 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation regarding tax matters.
10.1 Recapitalization Agreement and Plan of Merger and Stock
Purchase Agreement, dated as of November 8, 1996, by and
among Lear Siegler Holdings Corp., The LS Selling
Stockholders (as defined therein), the Company, LSNWY Corp.,
LS Acquisition Corp. and Lite Acquisition Corp. Incorporated
by reference to Exhibit 10.1 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.2 Credit Agreement, amended and restated through December 17,
1997, by and among the Company, various lending
institutions, The Chase Manhattan Bank, Bankers Trust
Company and Goldman Sachs Credit Partners L.P. Incorporated
by reference to Exhibit 10.2 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.3 Employment Agreement, dated as of December 20, 1996, by and
between the Company and Garen K. Staglin. Incorporated by
reference to Exhibit 10.3 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.4 Employment Agreement, dated as of December 20, 1996, by and
between the Company and John F. Barlow. Incorporated by
reference to Exhibit 10.4 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.5 Employment Agreement, dated as of December 20, 1996, by and
between the Company and Douglas A. Herron. Incorporated by
reference to Exhibit 10.5 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.6 Safelite Glass Corp. 1996 Stock Option Plan. Incorporated by
reference to Exhibit 10.6 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.7 Safelite Glass Corp. 1998 Stock Option Plan. Incorporated by
reference to Exhibit 10.7 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.8 Amended and Restated Management Agreement, dated as of
December 18, 1997, by and between the Company and Thomas H.
Lee Company. Incorporated by reference to Exhibit 10.8 of
the Company's Registration Statement on Form S-4 (File No.
333-21949).
10.9 Amended and Restated Management Agreement, dated as of
December 18, 1997, by and between the Company and Belron
International BV. Incorporated by reference to Exhibit 10.9
of the Company's Registration Statement on Form S-4 (File
No. 333-21949).
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.10 Amended and Restated Shareholders Agreement, dated as of
December 18, 1997, among the Company and the stockholders
named therein. Incorporated by reference to Exhibit 10.10 of
the Company's Registration Statement on Form S-4 (File No.
333-21949).
10.11 Pledge Agreement, dated as of December 17, 1997, made by the
Company in favor of The Chase Manhattan Bank, as Collateral
Agent. Incorporated by reference to Exhibit 10.11 of the
Company's Registration Statement on Form S-4 (File No.
333-21949).
10.12 Amendment No. 1 to the Amended and Restated Shareholders'
Agreement, dated as of March 26, 1998. Incorporated by
reference to Exhibit 10.12 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.13 Amendment to the Safelite Glass Corp. 1998 Stock Option
Plan. Incorporated by reference to Exhibit 10.13 of the
Company's Registration Statement on Form S-4 (File No.
333-21949).
10.14 Registration Agreement, dated as of December 18, 1997, among
the Company and the stockholders named therein. Incorporated
by reference to Exhibit 10.14 of the Company's Registration
Statement on Form S-4 (File No. 333-21949).
10.15 Security Agreement, as amended and restated through December
17, 1997, among the Company and The Chase Manhattan Bank, as
Collateral Agent. Incorporated by reference to Exhibit 10.15
of the Company's Registration Statement on Form S-4 (File
No. 333-21949).
10.16 Amendment No. 1 to Credit Agreement, dated as of December
18, 1998, by and among the Company, various lending
institutions, The Chase Manhattan Bank, Bankers Trust
Company and Goldman Sachs Credit Partners L.P.
10.17 Safelite Glass Corp. 1999 Stock Option Plan.
10.18 Exchange and Registration Rights Agreement, dated December
18, 1998, among the Company, Chase Securities Inc., BT Alex.
Brown Incorporated and Salomon Brothers Inc.
12.1 Computation of the Ratio of Earnings to Fixed Charges for
the Company.
21.1 List of subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page hereto).
25.1* Statement on Form T-1 of the eligibility of the Trustee.
27.1 Financial Data Schedule.
99.1 Letter of Transmittal.
99.2 Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement between the Company and
State Street Bank and Trust Company.
</TABLE>
- -------------------------
* Filed herewith.
** To be filed by amendment.
<PAGE> 1
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) __
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
John R. Towers, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617)654-3253
(Name, address and telephone number of agent for service)
---------------------
SAFELITE GLASS CORP.
(Exact name of obligor as specified in its charter)
DELAWARE 13-3386709
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1105 SCHROCK ROAD, COLUMBUS OHIO 43229
(Address of principal executive offices) (Zip Code)
9 7/8% SERIES D SENIOR SUBORDINATED NOTES DUE 2006
(Title of indenture securities)
<PAGE> 2
GENERAL
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.
Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System,
Washington, D.C., Federal Deposit Insurance Corporation,
Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee or of its
parent, State Street Corporation.
(See note on page 2.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.
A copy of the Articles of Association of the trustee, as now
in effect, is on file with the Securities and Exchange
Commission as Exhibit 1 to Amendment No. 1 to the Statement
of Eligibility and Qualification of Trustee (Form T-1) filed
with the Registration Statement of Morse Shoe, Inc. (File
No. 22-17940) and is incorporated herein by reference
thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the
trustee to commence business was necessary or issued is on
file with the Securities and Exchange Commission as Exhibit
2 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the
Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE
DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.
A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities and
Exchange Commission as Exhibit 3 to Amendment No. 1 to the
Statement of Eligibility and Qualification of Trustee (Form
T-1) filed with the Registration Statement of Morse Shoe,
Inc. (File No. 22-17940) and is incorporated herein by
reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A copy of the by-laws of the trustee, as now in effect, is
on file with the Securities and Exchange Commission as
Exhibit 4 to the Statement of Eligibility and Qualification
of Trustee (Form T-1) filed with the Registration Statement
of Eastern Edison Company (File No. 33-37823) and is
incorporated herein by reference thereto.
1
<PAGE> 3
5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS
IN DEFAULT.
Not applicable.
6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(b) OF THE ACT.
The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.
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.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates
to matters peculiarly within the knowledge of the obligor or any underwriter of
the obligor, the trustee has relied upon the information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation duly
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 20th of April, 1999.
STATE STREET BANK AND TRUST COMPANY
By: /s/ RUTH SMITH
--------------------------------
NAME: RUTH SMITH
TITLE: VICE PRESIDENT
2
<PAGE> 4
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by SAFELITE
GLASS CORP. of its 9 7/8% SERIES D SENIOR SUBORDINATED NOTES DUE 2006, we hereby
consent that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ RUTH SMITH
--------------------------------
NAME: RUTH SMITH
TITLE: VICE PRESIDENT
DATED: APRIL 20, 1999
3
<PAGE> 5
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business DECEMBER 31, 1998,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).
<TABLE>
<CAPTION>
Thousands of
ASSETS Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin..................... 1,209,293
Interest-bearing balances.............................................. 12,007,895
Securities...................................................................... 9,705,731
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary.................................... 9,734,476
Loans and lease financing receivables:
Loans and leases, net of unearned income...........6,973,125
Allowance for loan and lease losses...................84,308
Allocated transfer risk reserve............................0
Loans and leases, net of unearned income and allowances................ 6,888,817
Assets held in trading accounts................................................. 1,574,999
Premises and fixed assets....................................................... 523,514
Other real estate owned......................................................... 0
Investments in unconsolidated subsidiaries...................................... 612
Customers' liability to this bank on acceptances outstanding.................... 47,334
Intangible assets............................................................... 212,743
Other assets.................................................................... 1,279,224
----------
Total assets.................................................................... 43,184,638
==========
LIABILITIES
Deposits:
In domestic offices.................................................... 10,852,862
Noninterest-bearing.......................8,331,830
Interest-bearing..........................2,521,032
In foreign offices and Edge subsidiary ................................ 16,761,573
Noninterest-bearing..........................83,010
Interest-bearing.........................16,678,563
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary.................................... 10,041,324
Demand notes issued to the U.S. Treasury........................................ 108,420
Trading liabilities.................................................... 1,240,938
Other borrowed money............................................................ 322,331
Subordinated notes and debentures............................................... 0
Bank's liability on acceptances executed and outstanding ....................... 47,334
Other liabilities............................................................... 1,126,058
Total liabilities............................................................... 40,500,840
----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................... 0
Common stock.................................................................... 29,931
Surplus......................................................................... 468,511
Undivided profits and capital reserves/Net unrealized holding gains (losses).... 2,164,055
Net unrealized holding gains (losses) on available-for-sale
securities................................................... 21,638
Cumulative foreign currency translation adjustments............................. (337)
Total equity capital............................................................ 2,683,798
----------
Total liabilities and equity capital............................................ 43,184,638
----------
</TABLE>
4
<PAGE> 6
I, Rex S. Schuette, 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.
Rex S. Schuette
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.
David A. Spina
Marshall N. Carter
Truman S. Casner
5
