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
o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association |
| 94-1347393 |
(Jurisdiction of incorporation or |
| (I.R.S. Employer |
organization if not a U.S. national |
| Identification No.) |
bank) |
|
|
101 North Phillips Avenue |
|
|
Sioux Falls, South Dakota |
| 57104 |
(Address of principal executive offices) |
| (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
The Reader’s Digest Association, Inc.
(Exact name of obligor as specified in its charter)
Delaware |
| 13-1726769 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
|
|
|
750 Third Avenue |
|
|
New York, New York |
| 10017 |
(Address of principal executive offices) |
| (Zip code) |
Floating Rate Senior Secured Notes
(Title of the indenture securities)
(1) See Table 1 for Additional Co-Registrants
Table of Registrant Guarantors
Exact Name of Registrant |
| State of |
| Primary Standard |
| I.R.S. Employer |
|
RDA Holding Co. |
| Delaware |
| 551112 |
| 37-1537045 |
|
Alex Inc. |
| Delaware |
| 512200 |
| 13-3765531 |
|
Allrecipes.com, Inc. |
| Washington |
| 519100 |
| 91-1693797 |
|
Ardee Music Publishing, Inc. |
| Delaware |
| 512200 |
| 13-2852291 |
|
RDA Sub Co. (f/k/a Books Are Fun, Inc.) |
| Iowa |
| 454390 |
| 42-1360501 |
|
Christmas Angel Productions, Inc. |
| Delaware |
| 541990 |
| 13-4062729 |
|
RDCL, Inc. (f/k/a CompassLearning, Inc.) |
| Delaware |
| 511210 |
| 13-4066535 |
|
Direct Entertainment Media Group, Inc. |
| Delaware |
| 454110 |
| 32-0272306 |
|
Direct Holdings Americas Inc. |
| Delaware |
| 512200 |
| 13-2861045 |
|
Direct Holdings Custom Publishing Inc. |
| Delaware |
| 512200 |
| 13-3867452 |
|
Direct Holdings Customer Service, Inc. |
| Delaware |
| 511190 |
| 13-3389015 |
|
Direct Holdings Education Inc. |
| Delaware |
| 512200 |
| 13-3765535 |
|
Direct Holdings Libraries Inc. |
| New York |
| 512200 |
| 13-2537299 |
|
Direct Holdings U.S. Corp. |
| Delaware |
| 512200 |
| 32-0134998 |
|
Funk & Wagnalls Yearbook Corp. |
| Delaware |
| 511130 |
| 13-3603787 |
|
Gareth Stevens, Inc. |
| Wisconsin |
| 511130 |
| 39-1462742 |
|
Home Service Publications, Inc. |
| Delaware |
| 511120 |
| 13-3439525 |
|
Weekly Reader Custom Publishing, Inc. (f/k/a Lifetime Learning Systems, Inc.) |
| Delaware |
| 511190 |
| 13-3783276 |
|
Pegasus Asia Investments Inc. |
| Delaware |
| 523900 |
| 13-3850077 |
|
Pegasus Investment, LLC |
| Delaware |
| 523900 |
| 13-3864252 |
|
Pegasus Sales, Inc. |
| Delaware |
| 424920 |
| 13-1883259 |
|
Pleasantville Music Publishing, Inc. |
| Delaware |
| 512200 |
| 13-2852289 |
|
R.D. Manufacturing Corporation |
| Delaware |
| 323100 |
| 13-6120230 |
|
RD Large Edition, Inc. |
| Delaware |
| 511120 |
| 13-3941489 |
|
RD Publications, Inc. |
| Delaware |
| 511120 |
| 13-3439115 |
|
RD Walking, Inc. |
| Delaware |
| 511120 |
| 13-3936509 |
|
Reader’s Digest Children’s Publishing, Inc. |
| Delaware |
| 511120 |
| 13-3616326 |
|
Reader’s Digest Consumer Services, Inc. |
| Delaware |
| 424920 |
| 43-2018469 |
|
Reader’s Digest Entertainment, Inc. |
| Delaware |
| 512100 |
| 13-3144742 |
|
Reader’s Digest Financial Services, Inc. |
| Delaware |
| 541990 |
| 13-4177291 |
|
Reader’s Digest Latino America S.A. |
| Delaware |
| 511120 |
| 52-1275836 |
|
Reader’s Digest Sales and Services, Inc. |
| Delaware |
| 541800 |
| 13-1952377 |
|
Reader’s Digest Sub Nine, Inc. |
| Delaware |
| 511120 |
| 13-4062727 |
|
Reader’s Digest Young Families, Inc. |
| Delaware |
| 511120 |
| 06-1396158 |
|
Reiman Manufacturing LLC |
| Delaware |
| 323100 |
| 13-4358760 |
|
Reiman Media Group, LLC |
| Delaware |
| 511120 |
| 47-0861192 |
|
Retirement Living Publishing Company, Inc. |
| Delaware |
| 511120 |
| 13-3439118 |
|
Saguaro Road Records, Inc. |
| Delaware |
| 423990 |
| 32-0272310 |
|
Taste of Home Media Group, LLC |
| Delaware |
| 541800 |
| 47-0861190 |
|
Taste of Home Productions, Inc. |
| Delaware |
| 722300 |
| 47-0861193 |
|
Travel Publications, Inc. |
| Delaware |
| 511120 |
| 11-2832927 |
|
W.A. Publications, LLC |
| Delaware |
| 541990 |
| 13-6120229 |
|
Wapla, LLC |
| Delaware |
| 541990 |
| 13-4199272 |
|
Weekly Reader Corporation |
| Delaware |
| 511130 |
| 13-3603780 |
|
World Almanac Education Group, Inc. |
| Delaware |
| 511130 |
| 13-3603781 |
|
World Wide Country Tours, Inc. |
| Delaware |
| 561500 |
| 47-0861189 |
|
WRC Media Inc. |
| Delaware |
| 551112 |
| 13-4066536 |
|
(1) The address and telephone number of each Registrant Guarantor is c/o The Reader’s Digest Association, Inc., 750 Third Avenue, New York, NY 10017, (646) 293-6000.
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
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The 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.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3. See Exhibit 2
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
Exhibit 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.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 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 20th day of October, 2010.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
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|
|
| /S/ Martin G. Reed |
| Martin G. Reed |
| Vice President |
EXHIBIT 6
October 20, 2010
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, |
|
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| WELLS FARGO BANK, NATIONAL ASSOCIATION |
|
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|
|
| /S/ Martin G. Reed |
| Martin G. Reed |
| Vice President |