Exhibit 25.2
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |__|
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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CLAIRE'S STORES, INC.
(Exact name of obligor as specified in its charter)
Florida 59-0940416
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Afterthoughts Merchandising Corp.
(Exact name of obligor as specified in its charter)
Delaware 58-2334935
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
BMS Distributing Corp.
(Exact name of obligor as specified in its charter)
Delaware 05-0544117
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
CBI Distributing Corp.
(Exact name of obligor as specified in its charter)
Delaware 65-0135574
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Claire's Boutiques, Inc.
(Exact name of obligor as specified in its charter)
Colorado 36-2025307
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Claire's Canada Corp.
(Exact name of obligor as specified in its charter)
Delaware 65-0447936
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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Claire's Puerto Rico Corp.
(Exact name of obligor as specified in its charter)
Delaware 66-0496113
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Sassy Doo!, Inc.
(Exact name of obligor as specified in its charter)
Delaware 36-3685893
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3 S.W. 129th Avenue
Pembroke Pines, Florida 33027
(Address of principal executive offices) (Zip code)
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9.625%/10.375% Senior Toggle Notes due 2015
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the State One State Street, New York, N.Y.
of New York 10004-1417, and Albany, N.Y.
12223
Federal Reserve Bank of New York 33 Liberty Street, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637 and
Exhibit 1 to Form T-1 filed with Registration Statement No.
333-121195.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 333-121195.)
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6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
333-106702.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, 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 5th day of December, 2007.
THE BANK OF NEW YORK
By: /S/ FRANCA M. FERRERA
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Name: FRANCA M. FERRERA
Title: ASSISTANT VICE PRESIDENT
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EXHIBIT 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2007, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. ..... 3,182,000
Interest-bearing balances ................................ 20,644,000
Securities:
Held-to-maturity securities .............................. 1,820,000
Available-for-sale securities ............................ 25,826,000
Federal funds sold and securities purchased under
agreements to resell:
Federal funds sold in domestic offices ................... 7,089,000
Securities purchased under agreements to
resell ................................................... 163,000
Loans and lease financing receivables:
Loans and leases held for sale ........................... 0
Loans and leases, net of unearned
income ................................................. 36,256,000
LESS: Allowance for loan and
lease losses ........................................... 253,000
Loans and leases, net of unearned
income and allowance ................................... 36,003,000
Trading assets .............................................. 4,581,000
Premises and fixed assets (including capitalized
leases) .................................................. 913,000
Other real estate owned ..................................... 2,000
Investments in unconsolidated subsidiaries and
associated companies ..................................... 294,000
Not applicable
Intangible assets:
Goodwill ................................................. 2,503,000
Other intangible assets .................................. 1,020,000
Other assets ................................................ 8,484,000
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Total assets ................................................ 112,524,000
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LIABILITIES
Deposits:
In domestic offices ...................................... 29,462,000
Noninterest-bearing ...................................... 16,865,000
Interest-bearing ......................................... 12,597,000
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ................................. 54,612,000
Noninterest-bearing ...................................... 3,956,000
Interest-bearing ......................................... 50,656,000
Federal funds purchased and securities sold under agreements
to repurchase:
Federal funds purchased in domestic
offices ................................................ 1,890,000
Securities sold under agreements to
repurchase ............................................. 87,000
Trading liabilities ......................................... 3,807,000
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) ................................ 2,473,000
Not applicable
Not applicable
Subordinated notes and debentures ........................... 2,255,000
Other liabilities ........................................... 9,442,000
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Total liabilities ........................................... 104,028,000
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Minority interest in consolidated
subsidiaries ............................................. 158,000
EQUITY CAPITAL
Perpetual preferred stock and related
surplus .................................................. 0
Common stock ................................................ 1,135,000
Surplus (exclude all surplus related to preferred
stock) ................................................... 2,156,000
Retained earnings ........................................... 5,575,000
Accumulated other comprehensive income ...................... -528,000
Other equity capital components ............................. 0
Total equity capital ........................................ 8,338,000
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Total liabilities, minority interest, and equity
capital .................................................. 112,524,000
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I, Bruce W. Van Saun, Chief Financial Officer of the above-named bank do
hereby declare that this Report of Condition is true and correct to the best of
my knowledge and belief.
Bruce W. Van Saun,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We 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 and is true and correct.
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Gerald L. Hassell |
Steven G. Elliott | Directors
Robert P. Kelly |
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