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Exhibit 25.1
UNITED STATES
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) [ ]
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact Name Of Trustee As Specified In Its Charter)
National Association | 95-4655078 |
(Jurisdiction of incorporation if not a U.S. national bank) | (I.R.S. employer identification No.) |
101 California Street, Floor 38 San Francisco, California | 94111 |
(Address of principal executive offices) | (Zip Code) |
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
(212) 270-2611
(Name, address and telephone number of agent for service)
Mothers Work, Inc.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
Delaware | 13-3045573 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification No.) |
456 North Fifth Street Philadelphia, PA | 19123 |
(Address of principal executive offices) | (Zip Code) |
(SEE NEXT PAGE FOR TABLE OF ADDITIONAL REGISTRANTS)
% Senior Notes Due , 2010
(Title Of The Indenture Securities)
TABLE OF ADDITIONAL REGISTRANTS
Each of the following subsidiaries of Mothers Work, Inc. is a guarantor of the notes registered hereby and is hereby deemed to be an additional registrant:
EXACT NAME AND ADDRESS OF GUARANTOR REGISTRANT AS SPECIFIED IN ITS CHARTER | JURISDICTION OF INCORPORATION/ FORMATION | I.R.S. EMPLOYER IDENTIFICATION NO. | ||
---|---|---|---|---|
eSpecialty Brands, LLC 456 North Fifth Street Philadelphia, PA 19123 | Delaware | 52-2222558 | ||
Mother's Stores, Inc. 456 North Fifth Street Philadelphia, PA 19123 | Delaware | 13-2742799 | ||
Dan Howard Industries, Inc. 456 North Fifth Street Philadelphia, PA 19123 | Illinois | 36-2358533 | ||
Cave Springs, Inc. 103 Springer Building 3411 Silverside Road Wilmington, DE 19810 | Delaware | 51-0303603 |
Item 1. General Information.
- (a)
- Name and address of each examining or supervising authority to which it is subject.
- (b)
- Whether it is authorized to exercise corporate trust powers.
Furnish the following information as to the Trustee:
Comptroller of the Currency, United States Department of the Treasury, Washington, D.C. 20219
Board of Governors of the Federal Reserve System, Washington, D.C. 20551
Trustee is authorized to exercise corporate trust powers.
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.
No responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
- 1.
- Articles of Association of the Trustee as now in effect (see Exhibit 1 to Form T-1 filed in connection with Form 8-K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated herein by reference).
- 2.
- Certificate of Authority of the Trustee to commence business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).
- 3.
- Authorization of the Trustee to exercise corporate trust powers (contained in Exhibit 2).
- 4.
- Existing by-laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8-K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).
- 5.
- Not Applicable.
- 6.
- The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).
- 7.
- A copy of the latest report of the condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.
- 8.
- Not Applicable.
- 9.
- Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, J.P. Morgan Trust Company, National Association, a national bank organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California on the 14th day of June, 2002.
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION | |||
By: | /s/ ROBERT R. SCHMIDT Robert R. Schmidt Vice President |
Exhibit 7. Report of Condition of the Trustee.
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2002, 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 Millions | |||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
Cash and balances due from depository institutions: | ||||||||
Noninterest-bearing balances and currency and coin | $ | 22,028 | ||||||
Interest-bearing balances | 9,189 | |||||||
Securities: | ||||||||
Held to maturity securities | 428 | |||||||
Available for sale securities | 56,159 | |||||||
Federal funds sold and securities purchased under agreements to resell | ||||||||
Federal funds sold in domestic offices | 1,901 | |||||||
Securities purchased under agreements to resell | 69,260 | |||||||
Loans and lease financing receivables: | ||||||||
Loans and leases held for sale | 13,042 | |||||||
Loans and leases, net of unearned income | $ | 165,950 | ||||||
Less: Allowance for loan and lease losses | 3,284 | |||||||
Loans and leases, net of unearned income and allowance | 162,666 | |||||||
Trading Assets | 152,633 | |||||||
Premises and fixed assets (including capitalized leases) | 5,737 | |||||||
Other real estate owned | 43 | |||||||
Investments in unconsolidated subsidiaries and associated companies | 366 | |||||||
Customers' liability to this bank on acceptances outstanding | 306 | |||||||
Intangible assets | ||||||||
Goodwill | 1,908 | |||||||
Other Intangible assets | 7,218 | |||||||
Other assets | 38,458 | |||||||
TOTAL ASSETS | $ | 541,342 | ||||||
LIABILITIES | ||||||||
Deposits | ||||||||
In domestic offices | $ | 151,985 | ||||||
Noninterest-bearing | $ | 66,567 | ||||||
Interest-bearing | 85,418 | |||||||
In foreign offices, Edge and Agreement subsidiaries and IBFs | 119,955 | |||||||
Noninterest-bearing | $ | 6,741 | ||||||
Interest-bearing | 113,214 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | 12,983 | |||||||
Securities sold under agreements to repurchase | 82,618 | |||||||
Trading liabilities | 94,099 | |||||||
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) | 10,234 | |||||||
Bank's liability on acceptances executed and outstanding | 311 | |||||||
Subordinated notes and debentures | 9,679 | |||||||
Other liabilities | 25,609 | |||||||
TOTAL LIABILITIES | 507,473 | |||||||
Minority Interest in consolidated subsidiaries | 109 | |||||||
EQUITY CAPITAL | ||||||||
Perpetual preferred stock and related surplus | 0 | |||||||
Common stock | 1,785 | |||||||
Surplus (exclude all surplus related to preferred stock) | 16,304 | |||||||
Retained earnings | 16,548 | |||||||
Accumulated other comprehensive income | (877 | ) | ||||||
Other equity capital components | 0 | |||||||
TOTAL EQUITY CAPITAL | 33,760 | |||||||
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL | $ | 541,342 | ||||||
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
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 appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. | ) | ||
ELLEN V. FUTTER | ) | ||
LAWRENCE A. BOSSIDY | ) |
GENERAL
SIGNATURE
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System,
at the close of business March 31, 2002, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.