QuickLinks -- Click here to rapidly navigate through this documentEXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
FIRSTAR BANK, N.A.
(Exact name of Trustee as specified in its charter)
A National Banking Association | 41-0122055 |
(State of incorporation if not a national bank) | (IRS Employer Identification No.) |
101 East Fifth Street Corporate Trust Department St. Paul, Minnesota | 55101 (Zip Code) |
(Address of principal executive offices) | |
FIRSTAR BANK, N.A.
101 East Fifth Street
St. Paul, Minnesota 55101
(651) 229-2600
(Exact name, address and telephone number of agent for service)
STEINWAY MUSICAL INSTRUMENTS, INC.
Delaware | 35-1910745 |
(State of incorporation or other jurisdiction) | (IRS Employer Identification No.) |
800 South Street Suite 305 Waltham, Massachusetts | 02453 (Zip Code) |
(Address of principal executive offices) | |
83/4% Senior Notes due 2011
(Title of Indenture Securities)
TABLE OF OTHER REGISTRANTS
Exact name of registrant as specified in its charter
| | State of incorporation of organization
| | I.R.S. Employer Identification No.
| | Primary standard industrial classification code number
|
---|
The Selmer Company, Inc. | | Delaware | | 95-4432228 | | 3931 |
The Steinway Piano Company, Inc. | | Delaware | | 35-2005936 | | 3931 |
Steinway, Inc. | | Delaware | | 04-2876343 | | 3931 |
The O.S. Kelly Company | | Ohio | | 31-0338290 | | 3931 |
The O.S. Kelly Corporation | | Delaware | | 52-1518334 | | 3931 |
Boston Piano Company, Inc. | | Massachusetts | | 04-3131509 | | 3931 |
S&B Retail, Inc. | | Delaware | | 22-3483527 | | 3931 |
The SMI Trust | | Massachusetts | | 04-6813091 | | 3931 |
Emerson Musical Instruments, Inc. | | Delaware | | 35-2003877 | | 3931 |
United Musical Instruments Holdings, Inc. | | Delaware | | 34-1940100 | | 3931 |
United Musical Instruments USA, Inc. | | Indiana | | 34-1446697 | | 3931 |
c/o Steinway Musical Instruments, Inc.
800 South Street, Suite 305
Waltham, Massachusetts 02453
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, DC |
| | | Federal Deposit Insurance Corporation Washington, DC |
| | | The Board of Governors of the Federal Reserve System Washington, DC |
| (b) | The Trustee is authorized to exercise corporate trust powers. |
GENERAL |
Item 2. | Affiliations with Obligor and Underwriters.If the obligor or any underwriter for the obligor is an affiliate of the Trustee, describe each such affiliation. |
| | None |
| | See Note following Item 16. |
Items 3-15are 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.Listed below are all the exhibits filed as a part of this statement of eligibility and qualification. Exhibits 1-4 are incorporated by reference from filing 333-35544. |
| Exhibit 1. | Copy of Articles of Association of the trustee now in effect. |
| Exhibit 2. | a. | A copy of the certificate of the Comptroller of Currency dated June 1, 1965, authorizing Firstar Bank of Minnesota, N.A. to act as fiduciary. |
| | b. | A copy of the certificate of authority of the trustee to commence business issued June 9, 1903, by the Comptroller of the Currency to Firstar Bank of Minnesota, N.A. |
| Exhibit 3. | A copy of the authorization of the trustee to exercise corporate trust powers issued by the Federal Reserve Board. |
| Exhibit 4. | Copy of the By-Laws of the trustee as now in effect. |
| Exhibit 5. | Copy of each Indenture referred to in Item 4. |
| 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. |
NOTE
The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligor within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligor, or affiliates, are based upon information furnished to the Trustee by the obligor. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, a national banking association organized and existing under the laws of the United States, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Saint Paul and State of Minnesota on the 22nd day of May, 2001.
| | FIRSTAR BANK, N.A., |
(Seal) | | |
| | /s/ FRANK P. LESLIE III Frank P. Leslie III, Vice President |
EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, Firstar Bank of Minnesota, N.A., 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: | | May 22, 2001 | | |
| | | | FIRSTAR BANK, N.A., |
| | | | /s/ FRANK P. LESLIE III Frank P. Leslie III, Vice President |
EXHIBIT 7
FIRSTAR BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
As of 12/31/2000
($000's)
| | 12/31/00
|
---|
Assets | | | |
| Cash and Due From Depository Institutions | | $ | 4,544,505 |
| Federal Reserve Stock | | | -0- |
| Securities | | | 12,945,944 |
| Federal Funds | | | 410,689 |
| Loans & Lease Financing Receivables | | | 50,162,986 |
| Fixed Assets | | | 931,227 |
| Intangible Assets | | | 1,322,468 |
| Other Assets | | | 2,275,734 |
| |
|
| | Total Assets | | $ | 72,593,553 |
Liabilities | | | |
| Deposits | | $ | 53,380,847 |
| Fed Funds | | | 5,278,558 |
| Treasury Demand Notes | | | 357,723 |
| Trading Liabilities | | | 4,682 |
| Other Borrowed Money | | | 4,446,474 |
| Acceptances | | | 19,638 |
| Subordinated Notes and Debentures | | | 2,016,942 |
| Other Liabilities | | $ | 1,642,637 |
| |
|
| | Total Liabilities | | $ | 67,147,501 |
Equity | | | |
| Common and Preferred Stock | | $ | 18,200 |
| Surplus | | | 3,540,002 |
| Undivided Profits | | | 1,887,850 |
| |
|
| | Total Equity Capital | | $ | 5,446,052 |
Total Liabilities and Equity Capital | | $ | 72,593,553 |
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TABLE OF OTHER REGISTRANTSSIGNATUREFIRSTAR BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION As of 12/31/2000 ($000's)