Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) |
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
| NEW YORK | 13-4941247 | |
| (Jurisdiction of Incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification no.) | |
| 60 WALL STREET NEW YORK, NEW YORK | 10005 | |
| (Address of principal executive offices) | (Zip Code) |
Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250-0677
(Name, address and telephone number of agent for service)
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250-0677
(Name, address and telephone number of agent for service)
RALCORP HOLDINGS, INC.
SUBSIDIARY GUARANTORS LISTED BELOW
(Exact name of obligor as specified in its charter)
(Exact name of obligor as specified in its charter)
| Missouri | 43-1766315 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| State or Other | I.R.S. | |||||||
| Jurisdiction of | Employer | |||||||
| Exact Name of Each Registrant as | Incorporation or | Identification | ||||||
| Specified in its Respective Charter | Organization | Number | ||||||
| Bloomfield Bakers | CA | 33-0495944 | ||||||
| Bremner Food Group, Inc. | NV | 43-1668048 | ||||||
| Community Shops, Inc. | IL | 36-2053598 | ||||||
| Cottage Bakery, Inc. | CA | 94-2192936 | ||||||
| Flavor House Products, Inc. | DE | 36-3142323 | ||||||
| Harvest Manor Farms, LLC | DE | 36-3142323 | ||||||
| Heritage Wafers, LLC | WI | 39-1269190 | ||||||
| Lofthouse Bakery Products, Inc. | NV | 13-4273037 | ||||||
| Lovin Oven, LLC | CA | 14-1844882 | ||||||
| Medallion Foods, Inc. | AR | 71-0641740 | ||||||
| Nutcracker Brands, Inc. | GA | 58-1686770 | ||||||
| Parco Foods, L.L.C. | DE | 36-4052580 | ||||||
| Post Foods, LLC | DE | 43-1766315 | ||||||
| Ralcorp Frozen Bakery Products, Inc. | DE | 61-1337548 | ||||||
| RH Financial Corporation | NV | 43-1790396 | ||||||
| Ripon Foods, Inc. | WI | 39-0571140 | ||||||
| Sugar Kake Cookie Inc. | DE | 91-1959957 | ||||||
| The Bun Basket, Inc. | MI | 38-2368208 | ||||||
| The Carriage House Companies, Inc. | DE | 13-2875580 | ||||||
800 Market Street, Suite 2900 St. Louis, Missouri | 63101 | |
| (Address of principal executive offices) | (Zip Code) |
6.625% Notes due 2039
(Title of the Indenture securities)
(Title of the Indenture securities)
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. |
| Name | Address | |
| Federal Reserve Bank (2nd District) | New York, NY | |
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| New York State Banking Department | Albany, NY |
| (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. |
Item 3. -15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 – | Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 — Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| . | ||
Exhibit 2 – | Certificate of Authority to commence business — Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
Exhibit 3 – | Authorization of the Trustee to exercise corporate trust powers — Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
Exhibit 4 – | Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business — Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01. |
Exhibit 5 – | Not applicable. | |
Exhibit 6 – | Consent of Bankers Trust Company required by Section 321(b) of the Act. — business — Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
Exhibit 7 – | The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2009. Copy attached. | |
Exhibit 8 – | Not Applicable. | |
Exhibit 9 – | Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, 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 this 7th day of January, 2010.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
| By: | /s/ CAROL NG | |||
| CAROL NG | ||||
| VICE PRESIDENT | ||||
Exhibit 7
| DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-1 JERSEY CITY 13 City NJ 07311-3901 state Zip code FDIC Certificate Number: 00623 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for September 30, 2009 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC-Balance Sheet Dollar Amounts in Thousands RCFD Tril | Bil | Mil | Thou ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 0081 1,217,000 1.a b. Interest-bearing balances (2) 0071 16,922,000 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 2,297,000 2.b 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices B987 92,000 3.a RCFD b. Securities purchased under agreements to resell (3) B989 1,008,000 3.b |
| 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 5369 0 4.a b. Loans and leases, net of unearned income B528 12,471,000 4.b c. LESS: Allowance for loan and lease losses 3123 153,000 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus B529 12,318,000 4.d 4.c) 5. Trading assets (from Schedule RC-D) 3545 6,401,000 5 6. Premises and fixed assets (including capitalized leases) 2145 62,000 6 7. Other real estate owned (from Schedule RC-M) 2150 0 7 8. Investments in unconsolidated subsidiaries and associated companies 2130 0 8 9. Direct and indirect investments in real estate ventures 3656 0 9 10. Intangible assets: a. Goodwill 3163 0 10.a b. Other intangible assets (from Schedule RC-M) 0426 53,000 10.b |
| 11. Other assets (from Schedule RC-F) 2160 5,133,000 11 |
| 12. Total assets (sum of items 1 through 11) 2170 45,503,000 12 |
| (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
| DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-2 FDIC Certificate Number: 00623 14 Schedule RC-Continued Dollar Amounts in Thousands Tril | Bil | Mil | Thou LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from schedule RC-E, part I) 2200 10,742,000 13.a (1) Noninterest-bearing (1) 6631 6,639,000 13.a.1 (2) Interest-bearing 6636 4,103,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from schedule RC-E, part II) 2200 9,131,000 13.b (1) Noninterest-bearing 6631 3,434,000 13.b.1 (2) Interest-bearing 6636 5,697,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 11,520,000 14.a RCFD b. Securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 155,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 3190 2,588,000 16 17. and 18. Not applicable 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 2,186,000 20 21. Total liabilities (sum of items 13 through 20) 2948 36,322,000 21 22. Not applicable EQUITY CAPITAL Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 1,500,000 23 24. Common stock 3230 2,127,000 24 25. Surplus (excludes all surplus related to preferred stock) 3839 592,000 25 26. a. Retained earnings 3632 4,526,000 26.a b. Accumulated other comprehensive income (5) B530 (43,000) 26.b c. Other equity capital components (6) A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 8,702,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 479,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 9,181,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 45,503,000 29 Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCFD Number auditors as of any date during 2008 6724 N/A M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm. 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON MM/DD 2. Bank’s fiscal year-end date 8678 N/A M.2 (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
| DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-2 FDIC Certificate Number: 00623 14 Schedule RC—Continued Dollar Amounts in Thousands Tril | Bil | Mil | Thou LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, 2200 10,742,000 13.a part I) (1) Noninterest-bearing (1) 6631 6,639,000 13.a.1 (2) Interest-bearing 6636 4,103,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, part II) 2200 9,131,000 13.b (1) Noninterest-bearing 6631 3,434,000 13.b.1 (2) Interest-bearing 6636 5,697,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 11,520,000 14.a RCFD b. securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 155,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 2,588,000 16 capitalized leases) (from Schedule RC-M) 17. and 18. Not applicable 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 2,186,000 20 21. Total liabilities (sum of items 13 through 20) 2948 36,322,000 21 22. Not applicable EQUITY CAPITAL Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 1,500,000 23 24. Common stock 3230 2,127,000 24 25. Surplus (excludes all surplus related to preferred stock) 3839 592,000 25 26. a. Retained earnings 3632 4,526,000 26.a b. Accumulated other comprehensive income (5) B530 (43,000) 26.b c. Other equity capital components (6) A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 8,702,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 479,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 9,181,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 45,503,000 29 Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCFD Number auditors as of any date during 2008 6724 N/A M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm. 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON MM/DD 2. Bank’s fiscal year-end date 8678 N/A M.2 (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
| DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-2 FDIC Certificate Number: 00623 14 Schedule RC-Continued Dollar Amounts in Thousands Tril | Bil | Mil | Thou LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from schedule RC-E, 2200 10,742,000 13.a part I) (1) Noninterest-bearing (1) 6631 6,639,000 13.a.1 (2) Interest-bearing 6636 4,103,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, part II) 2200 9,131,000 13.b (1) Noninterest-bearing 6631 3,434,000 13.b.1 (2) Interest-bearing 6636 5,697,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 11,520,000 14.a RCFD b. Securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 155,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 2,588,000 16 capitalized leases) (from Schedule RC-M) 17. and 18. Not applicable 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 2,186,000 20 21. Total liabilities (sum of items 13 through 20) 2948 36,322,000 21 22. Not applicable EQUITY CAPITAL Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 1,500,000 23 24. Common stock 3230 2,127,000 24 25. Surplus (excludes all surplus related to preferred stock) 3839 592,000 25 26. a. Retained earnings 3632 4,526,000 26.a b. Accumulated other comprehensive income (5) B530 (43,000) 26.b c. Other equity capital components (6) A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 8,702,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 479,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 9,181,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 45,503,000 29 Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCFD Number auditors as of any date during 2008 6724 N/A M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm. 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON MM / DD 2. Bank’s fiscal year-end date 8678 N/A M.2 (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. |