EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)
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MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler, SVP
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Telephone: (212) 658-1792
(Name, address and telephone number of agent for service)
FRENCH FRAGRANCES, INC.
(Exact name of obligor as specified in its charter)
Florida 59-0914138
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14100 N.W. 60th Avenue
Miami, Florida 33014
(305) 818-8000 (Zip Code)
(Address of principal executive offices)
10-3/8 % SENIOR NOTES DUE 2007, SERIES D
(Title of Indenture Securities)
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation,
Washington, D.C.
Board of Governors of the Federal Reserve System,
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
Item 16. List of Exhibits.
Exhibit
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T1A(i) * - Copy of the Organization
Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of
New York Banking Department
dated December 31, 1993 as
to the authority of Marine
Midland Bank to commence
business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws
of Marine Midland Bank as
adopted on January 20, 1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland
Bank required by Section
321(b) of the Trust
Indenture Act of 1939.
T1A(vii) - Copy of the latest report of
condition of the trustee
(December 31, 1997),
published pursuant to law or
the requirement of its
supervisory or examining
authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and
Exchange Commission with Registration No. 33-53693 and
incorporated herein by reference thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the Trustee, Marine Midland Bank, a banking corporation and trust
company organized 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 the 8th day of June,
1998.
MARINE MIDLAND BANK
By: /s/ Frank J. Godino
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Frank J. Godino
Vice President
EXHIBIT T1A (VII)
Board of Governors of the
Federal Reserve System
OMB Number: 7100-0036
Federal Deposit
Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller
of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 1999
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Please refer to page 1,
Table of Contents, for
the required disclosure
of estimated burden.
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN
OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31,
1997 (971231)
This report is required by law; 12 U.S.C. (RCRI 9999)
ss.324 (State member banks); 12 U.S.C. This report form is to be filed
ss.1817 (State nonmember banks); and 12 by banks with branches and
U.S.C. ss.161 (National Banks). consolidated subsidiaries in
territories and possessions,
Edge or Agreement subsidiaries,
foreign branches, consolidated
foreign subsidiaries, or
International Banking Facilities.
NOTE: The Reports of Condition and Income The Reports of Condition and
must be signed by an authorized officer and Income are to be prepared in
the Report of Condition must be attested to accordance with Federal regulatory
by not less than two directors (trustees) authority instructions.
for State nonmember banks and three directors
for State member and National Banks. We, the undersigned directors
(trustees), attest to the
I, GERALD A. RONNING, EXECUTIVE VICE PRESIDENT correctness of this Report of
& CONTROLLER Condition (including the supporting
-------------------------------------------- schedules) and declare that it has
Name and Title of Officer Authorized to Sign been examined by us and to the best
Report of our knowledge and belief has
been prepared in conformance with
of the named bank do hereby declare that these the instructions issued by the
Reports of Condition and Income (including the appropriate Federal regulatory
supporting schedules) have been prepared in authority and is true and correct.
conformance with the instructions issued by
the appropriate Federal regulatory authority
and are true to the best of my knowledge and
believe.
/s/ MALCOLM BURNETT
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/s/ GERALD A. RONNING Director (Trustee)
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Signature of Officer Authorized to Sign Report
/s/ BERNARD J. KENNEDY
1/26/98 ----------------------------------
- ---------------------------------------------- Director (Trustee)
Date of Signature
/s/ SAL H. ALFIERO
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Director (Trustee)
SUBMISSION OF REPORTS
Each Bank must prepare its Reports of Condition (b) in hard-copy (paper) form and
and Income either: arrange for another party to
convert the paper report to
(a) in automated formand then file the computer automated for. That party (if
data file directly with the banking other than EDS) must transmit
agencies' collection agent, Electronic the bank's computer data file
Data System Corporation (EDS), by modem or to EDS.
computer diskette; or
To fulfill the signature and
attestation requirement for the
Reports of Condition and Income for
this report date, attach this
signature page to the hard-copy of
the completed report that the bank
places in its files.
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FDIC Certificate Number [0][0][5][8][9]
(RCRI 9030)
/TABLE
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business
December 31, 1997
ASSETS
Thousands
of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin.................................... $ 928,754
Interest-bearing balances ........................... 2,571,410
Held-to-maturity securities.......................... 0
Available-for-sale securities........................ 3,968,837
Federal funds sold and securities purchased
under agreements to resell........................... 497,992
Loans and lease financing receivables:
Loans and leases net of unearned
income............................................... 21,550,115
LESS: Allowance for loan and lease
losses............................................... 407,355
LESS: Allocated transfer risk reserve................ 0
Loans and lease, net of unearned
income, allowance, and reserve....................... 21,142,760
Trading assets....................................... 979,454
Premises and fixed assets (including
capitalized leases).................................. 225,646
Other real estate owned................................. 8,092
Investments in unconsolidated
subsidiaries and associated companies................... 0
Customers' liability to this bank on
acceptances outstanding................................. 24,795
Intangible assets....................................... 479,713
Other assets............................................ 488,168
Total assets............................................ 31,315,621
LIABILITIES
Deposits:
In domestic offices.................................. 20,072,724
Noninterest-bearing.................................. 4,090,858
Interest-bearing..................................... 15,981,866
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs.................................. 3,834,827
Noninterest-bearing.................................. 0
Interest-bearing..................................... 3,834,827
Federal funds purchased and securities sold
under agreements to repurchase....................... 2,007,482
Demand notes issued to the U.S. Treasury................ 192,186
Trading Liabilities..................................... 215,748
Other borrowed money:
With a remaining maturity of one year
or less.............................................. 1,402,449
With a remaining maturity of more than
one year through three years......................... 63,601
With a remaining maturity of more than
three years.......................................... 61,707
Bank's liability on acceptances
executed and outstanding................................ 24,795
Subordinated notes and debentures....................... 497,774
Other liabilities....................................... 719,423
Total liabilities....................................... 29,092,716
EQUITY CAPITAL
Perpetual preferred stock and related
surplus................................................. 0
Common Stock............................................ 205,000
Surplus................................................. 1,984,326
Undivided profits and capital reserves.................. 8,678
Net unrealized holding gains (losses)
on available-for-sale securities........................ 24,901
Cumulative foreign currency translation
adjustments............................................. 0
Total equity capital.................................... 2,222,905
Total liabilities, limited-life
preferred stock, and equity capital..................... 31,315,621