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
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)
a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
I.R.S. Employer Identification No.
| 800 Nicollet Mall | ||
| Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip Code) |
Raymond S. Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3909
(Name, address and telephone number of agent for service)
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3909
(Name, address and telephone number of agent for service)
Prestige Brands, Inc.
Guarantors Listed on Scheduled A Hereto
(Issuer with respect to the Securities)
Guarantors Listed on Scheduled A Hereto
(Issuer with respect to the Securities)
| Delaware | 80-0091750 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 90 North Broadway | ||
| Irvington, New York | 10533 | |
| (Address of Principal Executive Offices) | (Zip Code) |
8.25% Senior Notes Due 2018
(Title of the Indenture Securities)
(Title of the Indenture Securities)
SCHEDULE A
GUARANTORS
GUARANTORS
| Primary Standard | ||||||||||||
| Industrial | I.R.S. Employer | |||||||||||
| Classification | Jurisdiction of | Identification | ||||||||||
| Exact Name of Additional Registrants* | Number | Formation | Number | |||||||||
| Prestige Brands Holdings, Inc. | 2834 | Delaware | 20-1297589 | |||||||||
| Prestige Personal Care Holdings, Inc. | 2834 | Delaware | 80-0091757 | |||||||||
| Prestige Personal Care, Inc. | 2834 | Delaware | 80-0091755 | |||||||||
| Prestige Services Corp. | 2834 | Delaware | 26-0715445 | |||||||||
| Prestige Brands Holdings, Inc. | 2834 | Virginia | 65-1026844 | |||||||||
| Prestige Brands International, Inc. | 2834 | Virginia | 59-3606733 | |||||||||
| Medtech Holdings, Inc. | 2834 | Delaware | 94-3335024 | |||||||||
| Medtech Products Inc. | 2834 | Delaware | 83-0318374 | |||||||||
| The Cutex Company | 2834 | Delaware | 74-2899000 | |||||||||
| The Denorex Company | 2834 | Delaware | 75-2993424 | |||||||||
| The Spic and Span Company | 2834 | Delaware | 06-1605546 | |||||||||
| * | The address for each of the Additional Registrants is c/o Prestige Brands Holdings, Inc., 90 North Broadway, Irvington, New York 10533, telephone: (914) 524-6810. The name, address, including zip code of the agent for service for each Additional Registrant is Eric S. Klee, Secretary and General Counsel, Prestige Brands Holdings, Inc., 90 North Broadway, Irvington, New York 10533, telephone: (914) 524-6810. |
FORM T-1
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. |
| Comptroller of the Currency Washington, D.C. |
| b) | Whether it is authorized to exercise corporate trust powers. |
| Yes |
Item 2. AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation.
| None |
Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, 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 and qualification.
| 1. | A copy of the Articles of Association of the Trustee.* | ||
| 2. | A copy of the certificate of authority of the Trustee to commence business.* | ||
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* | ||
| 4. | A copy of the existing bylaws of the Trustee.** | ||
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. | ||
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. | ||
| 7. | Report of Condition of the Trustee as of March 31, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
| * | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. | |
| ** | Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-159463 filed on August 24, 2009. |
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association 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 St. Paul, State of Minnesota on the 4th of August, 2010.
| By: | /s/ Raymond S. Haverstock | |||
| Raymond S. Haverstock | ||||
| Vice President | ||||
| By: | /s/ Christine Robinette | |||
| Christine Robinette | ||||
| Vice President | ||||
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Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: August 4th, 2010
| By: | /s/ Raymond S. Haverstock | |||
| Raymond S. Haverstock | ||||
| Vice President | ||||
| By: | /s/ Christine Robinette | |||
| Christine Robinette | ||||
| Vice President | ||||
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
Exhibit 7
As of 3/31/2010
U.S. Bank National Association
Statement of Financial Condition
Exhibit 7
As of 3/31/2010
($000’s)
| 3/31/2010 | ||||
Assets | ||||
| Cash and Balances Due From Depository Institutions | $ | 8,396,049 | ||
| Securities | 45,269,095 | |||
| Federal Funds | 3,774,651 | |||
| Loans & Lease Financing Receivables | 180,918,939 | |||
| Fixed Assets | 5,108,242 | |||
| Intangible Assets | 13,355,160 | |||
| Other Assets | 20,687,148 | |||
Total Assets | $ | 277,509,284 | ||
Liabilities | ||||
| Deposits | $ | 194,167,405 | ||
| Fed Funds | 9,849,249 | |||
| Treasury Demand Notes | 0 | |||
| Trading Liabilities | 362,519 | |||
| Other Borrowed Money | 31,906,386 | |||
| Acceptances | 0 | |||
| Subordinated Notes and Debentures | 7,629,967 | |||
| Other Liabilities | 6,648,045 | |||
Total Liabilities | $ | 250,563,571 | ||
Equity | ||||
| Minority Interest in Subsidiaries | $ | 1,611,596 | ||
| Common and Preferred Stock | 18,200 | |||
| Surplus | 12,642,020 | |||
| Undivided Profits | 12,673,897 | |||
Total Equity Capital | $ | 26,945,713 | ||
Total Liabilities and Equity Capital | $ | 277,509,284 | ||
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.
U.S. Bank National Association
| By: | /s/ Raymond S. Haverstock | |||
| Vice President | ||||
Date: August 4th, 2010
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