Conformed Copy
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)
-----------
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)
Charles E. Bauer
Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-1792
(Name, address and telephone number of agent for service)
Riddell Sports Inc.
(Exact name of obligor as specified in its charter)
Delaware 22-2890400
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
900 Third Avenue-27th Floor
New York, New York 10022
(212) 826-4300 (Zip Code)
(Address of principal executive offices)
Primary Standard
Industrial I.R.S Employer
Name of Additional Registrants Jurisdiction of Classification Identification
Incorporation Number Number
All American Sports Corporation Delaware 3949 34-1688715
Cheer Acquisition Corp. Tennessee 3949 -
Equilink Licensing Corporation Delaware 3949 51-0342202
Proacq Corp. Delaware 3949 34-1688714
RHC Licensing Corporation Delaware 3949 51-0342201
Riddell, Inc. Illinois 3949 36-3581631
Ridmark Corporation Delaware 3949 22-2908352
International Logos, Inc. Tennessee 2389 62-1392810
Varsity/Intropa Tours, Inc. Tennessee 4724 62-1584148
Varsity Spirit Corporation Tennessee 7032 62-1169661
Varsity Spirit Fashions & Supplies Inc. Minnesota 2389 41-1459853
Varsity USA, Inc. Tennessee 7032 62-1601179
10 1/2% Senior Notes due 2007 Riddell Sports Inc.
Guarantees of the 10 1/2% Senior Notes due 2007
by Registrants Other than Riddell Sports Inc.
(Title of Indenture Securities)
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
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 (March 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 17th day of July, 1997.
MARINE MIDLAND BANK
By:/s/Frank J.Godino
----------------------
Frank J. Godino
Assistant 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
- -------------------------------------------------------------------------------
1
This financial information has not been reviewed, or confirmed
for accuracy or relevance, by the Federal Reserve System.
Please refer to page i, Table of Contents, for the required disclosure of
estimated burden.
- -------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices--FFIEC 031
Report at the close of business March 31, 1997
(950630)
(RCRI 9999)
This report is required by law; 12 U.S.C. ss.324 (State member banks); 12 U.S.C.
ss. 1817 (State nonmember banks); and 12 U.S.C. ss.161 (National banks).
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consoli-dated foreign subsidiaries, or
International Banking Facilities.
- -------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an
authorized officer and the Report of Condition must be attested to by not
less than two directors (trustees) for State nonmember banks and three
directors for State member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
--------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and believe.
/s/ Gerald A. Ronning
- ----------------------------------------------
Signature of Officer Authorized to Sign Report
4/28/97
- -----------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in some
cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
/s/ James H. Cleave
- ------------------------------
Director (Trustee)
/s/ Bernard J. Kennedy
- ------------------------------
Director (Trustee)
/s/ Malcom Burnett
- ------------------------------
Director (Trustee)
- -------------------------------------------------------------------------------
For Banks Submitting Hard Copy Report Forms:
State Member Bank: Return the original and one copy to the appropriate
Federal Reserve District Bank.
State Nonmember Banks: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
National Banks: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
- -------------------------------------------------------------------------------
FDIC Certificate Number 0 0 5 8 9
--------------------------
(RCRI 9030)
NOTICE
This form is intended to assist institutions with state publication
requirements. It has not been approved by any state banking authorities. Refer
to your appropriate state banking authorities for your state publication
requirements.
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
March 31, 1997
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances
currency and coin.................................... $1,026,267
Interest-bearing balances ........................... 2,219,196
Held-to-maturity securities.......................... 0
Available-for-sale securities........................ 3,728,393
Federal funds sold and securities purchased
under agreements to resell............................ 1,830,419
Loans and lease financing receivables:
Loans and leases net of unearned
income............................... 21,110,911
LESS: Allowance for loan and lease
losses............................... 441,315
LESS: Allocated transfer risk reserve 0
Loans and lease, net of unearned
income, allowance, and reserve....................... 20,669,596
Trading assets....................................... 1,005,199
Premises and fixed assets (including
capitalized leases).................................. 217,027
Other real estate owned................................. 18,586
Investments in unconsolidated
subsidiaries and associated companies................... 0
Customers' liability to this bank on
acceptances outstanding................................. 21,351
Intangible assets....................................... 495,502
Other assets............................................ 709,342
Total assets............................................ 31,940,878
LIABILITIES
Deposits:
In domestic offices.................................. 20,236,232
Noninterest-bearing.................. 4,166,679
Interest-bearing..................... 16,069,553
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs.................................. 2,639,327
Noninterest-bearing.................. 0
Interest-bearing..................... 2,639,327
Federal funds sold and securities purchased
under agreements to resell............................ 3,281,586
Demand notes issued to the U.S. Treasury 197,415
Trading Liabilities...................................... 267,837
Other borrowed money:
With a remaining maturity of one year
or less.............................................. 1,800,280
With a remaining maturity of more than
one year............................................. 371,195
Bank's liability on acceptances
executed and outstanding................................ 21,351
Subordinated notes and debentures....................... 497,585
Other liabilities....................................... 525,585
Total liabilities....................................... 29,838,393
Limited-life preferred stock and
related surplus......................................... 0
EQUITY CAPITAL
Perpetual preferred stock and related
surplus................................................. 0
Common Stock............................................ 205,000
Surplus................................................. 1,983,378
Undivided profits and capital reserves.................. (76,867)
Net unrealized holding gains (losses)
on available-for-sale securities........................ (9,026)
Cumulative foreign currency translation
adjustments............................................. 0
Total equity capital.................................... 2,102,485
Total liabilities, limited-life
preferred stock, and equity capital..................... 31,940,878