EXHIBIT 25
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, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305 (b) (2)
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IBJ WHITEHALL BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(State of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
Stephen Giurlando, Assistant Vice President
IBJ Whitehall Bank & Trust Company
One State Street
New York, New York 10004
(212) 858-2000
(Name, Address and Telephone Number of Agent for Service)
CARROLS CORPORATION
CARROLS REALTY HOLDINGS CORP.
CARROLS REALTY I CORP.
CARROLS REALTY II CORP.
CARROLS J.G. CORP.
QUANTA ADVERTISING CORP.
POLLO FRANCHISE, INC.
POLLO OPERATIONS, INC.
(Exact name of each registrant as specified in its charter)
Delaware 16-0958146
Delaware 16-1443701
Delaware 16-1440018
Delaware 16-1440017
Delaware 16-1440019
New York 16-1033405
Florida 65-0446291
Florida 65-0446289
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
968 James Street
Syracuse, New York 13203
(Address of principal executive office) (Zip code)
9 1/2% Senior Subordinated Notes due 2008
(Title of Indenture Securities)
2
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.
New York State Banking Department,
Two Rector Street, New York, New York
Federal Deposit Insurance Corporation,
Washington, D.C.
Federal Reserve Bank of New York Second
District,
33 Liberty Street, New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the Obligors.
If the obligors are an affiliate of the trustee, describe
each such affiliation.
The obligors are not an affiliate of the trustee.
Item 13. Defaults by the Obligors.
3
(a) State whether there is or has been a default with
respect to the securities under this indenture.
Explain the nature of any such default.
None
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates
of interest or participation in any other
securities, of the obligors are outstanding, or is
trustee for more than one outstanding series of
securities under the indenture, state whether there
has been a default under any such indenture or
series, identify the indenture or series affected,
and explain the nature of any such default.
None
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Whitehall Bank & Trust Company
(formerly known as IBJ Schroder Bank & Trust Company) as
amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No. 22-18460.)
*2. A copy of the Certificate of Authority of the trustee to
Commence Business (Included in Exhibit 1 above).
3. A copy of the Certificate of Amendment of the Organization
Certificate of IBJ Schroder Bank & Trust Company.
*4. A copy of the Authorization of the trustee to exercise
corporate trust powers, as amended to date (See Exhibit 4 to
Form T-1, Securities and Exchange Commission File
No. 22-19146).
*5. A copy of the existing By-Laws of the trustee, as amended to
date (See Exhibit 4 to Form T-1, Securities and Exchange
Commission File No. 22-19146).
6. Not Applicable
7. The consent of United States institutional trustee required
by Section 321(b) of the Act.
4
8. A copy of the report of condition of the trustee as
of September 30, 1998, published pursuant to law or
the requirements of its supervising or examining
authority.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.
NOTE
In answering any item in this Statement of Eligibility which relates
to matters peculiarly within the knowledge of the obligors and its
directors or officers, the trustee has relied upon information
furnished to it by the obligors.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2,
the answer to said Item is based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an
amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items
1, 2 and 16 of this form since to the best knowledge of the trustee
as indicated in Item 13, the obligors are not in default under any
indenture under which the applicant is trustee.
5
SIGNATURE
Pursuant to the requirements of the Trust Indenture
Act of 1939, the trustee, IBJ Whitehall Bank & Trust Company, 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 the 14th day of January,
1999.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/Stephen J. Giurlando
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Stephen J. Giurlando
Assistant Vice President
6
Exhibit 3
State of New York
Banking Department
I, Robert H. McCormick, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed certificate entitled "Certificate of Amendment of
the Organization Certificate of IBJ Schroder Bank & Trust Company under Section
8005 of the Banking Law" dated April 2, 1929, providing for a change of name
from: "IBJ Schroder Bank & Trust Company"
to: "IBJ Whitehall Bank & Trust Company".
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the official
seal of the Banking Department of
New York, New York, this 4th day of
January 1999.
/s/ Robert H. McCormick
-------------------------------------
Robert H. McCormick
Deputy Superintendent of Banks
CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF IBJ SCHRODER BANK & TRUST COMPANY
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, Dennis G. Buchert, President and Chief Executive
Officer, and Jean Zimmerman, Secretary of IBJ Schroder Bank & Trust Company,
do hereby certify:
1. The name of the corporation is IBJ Schroder Bank and Trust Company
(the "Bank"). The name under which the corporation was originally formed was J.
Henry Schroder Trust Company.
2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.
3. Paragraph "First" of the Organization Certificate, as amended,
which now provides that the name of the Trust Company is IBJ Schroder Bank &
Trust Company, is hereby further amended, effective January 1, 1999, to read as
follows:
"First, The name of the Trust Company is
IBJ Whitehall Bank & Trust Company"
IN WITNESS WHEREOF, we have signed and verified this Certificate as of
this 17th day of December 1998.
/s/ Dennis G. Buchert
-------------------------------------
Dennis G. Buchert
President and Chief Executive Officer
/s/ Jean Zimmerman
-------------------------------------
Jean Zimmerman
Secretary
Sworn to before me this
17th day of December 1998.
/s/ Aileen V. Burnes
- --------------------------
Notary Public
Aileen V. Burnes
Notary Public, State of New York
No. 80-4089531
Qualified in Westchester County
Commission Expires July 16, 2002
Exhibit 7
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the issue by Carrols
Corporation, of its 9 1/2% Senior Subordinated Notes due 2008, we hereby
consent that reports of examinations by Federal, State, Territorial, or
District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/Stephen J. Giurlando
---------------------------------
Stephen J. Giurlando
Assistant Vice President
Dated: January 14, 1999
7
EXHIBIT 8
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries
Report as of September 30, 1998
Dollar Amounts
in Thousands
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ASSETS
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1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin ....................................................$ 42,702
b. Interest-bearing balances.................................................................................$ 13,444
2. Securities:
a. Held-to-maturity securities...............................................................................$ 191,921
b. Available-for-sale securities.............................................................................$ 118,931
3. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries
and in IBFs:
Federal Funds sold and Securities purchased under agreements to resell........................................$ 79,838
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income................................................$ 1,938,005
b. LESS: Allowance for loan and lease losses...............................................$ 63,361
c. LESS: Allocated transfer risk reserve...................................................$ -0-
d. Loans and leases, net of unearned income, allowance, and reserve..........................................$ 1,874,644
5. Trading assets held in trading accounts.......................................................................$ 462
6. Premises and fixed assets (including capitalized leases)......................................................$ 1,922
7. Other real estate owned.......................................................................................$ 819
8. Investments in unconsolidated subsidiaries and associated companies...........................................$ -0-
9. Customers' liability to this bank on acceptances outstanding..................................................$ 371
10. Intangible assets.............................................................................................$ 11,167
11. Other assets..................................................................................................$ 68,097
12. TOTAL ASSETS..................................................................................................$ 2,404,318
LIABILITIES
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13. Deposits:
a. In domestic offices.......................................................................................$ 682,904
(1) Noninterest-bearing ....................................................................$ 135,253
(2) Interest-bearing........................................................................$ 547,651
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs.............................................$ 1,154,887
(1) Noninterest-bearing.....................................................................$ 17,024
(2) Interest-bearing .......................................................................$ 1,137,863
14. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal Funds purchased and Securities sold under agreements to repurchase....................................$ 91,000
15. a. Demand notes issued to the U.S. Treasury..................................................................$ 12,693
b. Trading Liabilities.......................................................................................$ 239
16. Other borrowed money:
a. With a remaining maturity of one year or less.............................................................$ 31,002
b. With a remaining maturity of more than one year...........................................................$ 1,375
c. With a remaining maturity of more than three years........................................................$ 1,550
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding......................................................$ 371
19. Subordinated notes and debentures.............................................................................$ 100,000
20. Other liabilities.............................................................................................$ 76,658
21. TOTAL LIABILITIES.............................................................................................$ 2,152,679
22. Limited-life preferred stock and related surplus..............................................................$ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................................................................$ -0-
24. Common stock..................................................................................................$ 29,649
25. Surplus (exclude all surplus related to preferred stock)......................................................$ 217,008
26. a. Undivided profits and capital reserves....................................................................$ 4,112
b. Net unrealized gains (losses) on available-for-sale securities............................................$ 870
27. Cumulative foreign currency translation adjustments...........................................................$ -0-
28. TOTAL EQUITY CAPITAL..........................................................................................$ 251,639
29. TOTAL LIABILITIES AND EQUITY CAPITAL..........................................................................$ 2,404,318