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
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
HSBC BANK USA
(Exact name of trustee as specified in its charter)
New York 13-2774727
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
452 Fifth Avenue, New York, NY 10018-2706
(212) 525-5600 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
HSBC Bank USA
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212) 525-1311
(Name, address and telephone number of agent for service)
COTT BEVERAGES INC.
AND OTHER REGISTRANTS
(SEE TABLE OF CO-REGISTRANTS BELOW)
(Exact name of obligor as specified in its charter)
Georgia None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Cott Beverages Inc 33609
5405 Cypress Center Drive, Suite 100 (Zip Code)
Tampa, Florida
(Address of principal executive offices)
8% Senior Subordinated Notes due 2011,Series B
Guarantees of 8.% Senior Subordinated Notes due 2011,series B
(Title of Indenture Securities)
Table of Co-Registrants
Exact Name of registrant State of other Jurisdiction of Primary standard Industrial IRS Employer
as specified in its charter Incorporation or Organization Classification Number Identification Number
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Cott Corporation Canada 2086 None
Cott Holdings Inc Delaware & Nova Scotia 2086 None
Cott USA Corp Georgia 2086 None
Cott Vending Inc Delaware 2086 None
Interim BCB,LLC Delaware 2086 None
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
T1A(i) (1) Copy of the Organization Certificate of HSBC Bank USA.
T1A(ii) (1) Certificate of the State of New York Banking Department
dated December 31, 1993 as to the authority of HSBC Bank
USA to commence business as amended effective on March
29, 1999.
T1A(iii) Not applicable.
T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA as adopted
on January 20, 1994 as amended on October 23, 1997.
T1A(v) Not applicable.
T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of
the Trust Indenture Act of 1939.
T1A(vii) Copy of the latest report of condition of the trustee
(September 30, 2001), published pursuant to law or the
requirement of its supervisory or examining authority.
T1A(viii) Not applicable.
T1A(ix) Not applicable.
(1) Exhibits previously filed with the Securities and Exchange Commission
with registration No. 022-22429 and incorporated herein by reference
thereto.
(2) Exhibit 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,
HSBC Bank USA, 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 11th day of February, 2002.
HSBC BANK USA
By: /s/ Herawattee Alli
---------------------------------
Herawattee Alli
Corporate Trust Officer
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
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FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2004
Please refer to page i, [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
(19980930)
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(RCRI 9999)
REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 2001
This report is required by law; 12 U.S.C. This report form is to be filed by banks with
Section 324 (State member banks); 12 U.S.C. branches and consolidated subsidiaries in U.S.
Section 1817 (State nonmember banks); and 12 territories and possessions, Edge or Agreement
U.S.C. Section 161 (National banks). subsidiaries, foreign branches, consolidated
foreign subsidiaries, or International Banking
Facilities.
NOTE: The Reports of Condition and Income must The Reports of Condition and Income are to be
be signed by an authorized officer and the prepared in accordance with Federal regulatory
Report of Condition must be attested to by not authority instructions.
less than two directors (trustees) for State
nonmember banks and three directors for State We, the undersigned directors (trustees),
member and National Banks. attest to the correctness of this Report of
Condition (including the supporting schedules)
I, Gerald A. Ronning, Executive VP & Controller and declare that it has been examined by us and
Name and Title of Officer Authorized to to the best of our knowledge and belief has
Sign Report been prepared in conformance with the
instructions issued by the appropriate Federal
Of the named bank do hereby declare that these regulatory authority and is true and correct.
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 /s/ Youssef Nasr
and believe. -----------------------------------------------
Director (Trustee)
/s/ Gerald A. Ronning /s/ Bernard J. Kennedy
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Signature of Officer Authorized to Sign Report Director (Trustee)
11/13/01 /s/ Sal H. Alfieri
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Date of Signature Director (Trustee)
SUBMISSION OF REPORTS
Each Bank must prepare its Reports of Condition For electronic filing assistance, contact EDS
and Income either: Call report Services, 2150 N. Prospect Ave.,
Milwaukee, WI 53202, telephone (800) 255-1571.
(a) in electronic form and then file the To fulfill the signature and attestation
computer data file directly with the requirement for the Reports of Condition and
banking agencies' collection agent, Income for this report date, attach this
Electronic Data System Corporation (EDS), signature page to the hard-copy f the completed
by modem or computer diskette; or report that the bank places in its files.
(b) in hard-copy (paper) form and arrange for
another party to convert the paper report
to automated for. That party (if other than
EDS) must transmit the bank's computer data
file to EDS.
FDIC Certificate Number 0 0 5 8 9
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(RCRI 9030)
http://WWW.BANKING.US.HSBC.COM HSBC Bank USA
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Primary Internet Web Address of Bank Legal Title of Bank (TEXT 9010)
(Home Page), if any (TEXT 4087)
(Example: www.examplebank.com) Buffalo
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City (TEXT 9130)
N.Y. 14203
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State Abbrev.(TEXT 9200) ZIP Code(TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation,
Office of the Comptroller of the Currency
REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA of Buffalo
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Name of Bank City
in the state of New York, at the close of business September 30, 2001
ASSETS
Thousands of dollars
Cash and balances due from depository institutions:
Non-interest-bearing balances currency and coin $ 2,076,815
Interest-bearing balances 3,538,811
Held-to-maturity securities 4,326,937
Available-for-sale securities 13,928,573
Federal funds sold and securities purchased under agreements to resell 3,360,544
Loans and lease financing receivables:
Loans and leases held for sale $ 2,692,063
Loans and leases net of unearned income $40,083,134
LESS: Allowance for loan and lease losses 514,152
Loans and lease, net of unearned income, allowance, and reserve $39,568,982
Trading assets 8,560,359
Premises and fixed assets 790,000
Other real estate owned 16,302
Investments in unconsolidated subsidiaries 239,678
Customers' liability to this bank on acceptances outstanding 105,958
Intangible assets: Goodwill 2,273,993
Intangible assets: Other intangible assets 328,866
Other assets 2,913,433
Total assets 84,721,314
LIABILITIES
Deposits:
In domestic offices 36,862,579
Non-interest-bearing 4,595,441
Interest-bearing 32,267,138
In foreign offices 20,975,215
Non-interest-bearing 334,236
Interest-bearing 20,640,979
Federal funds purchased and securities sold under agreements to repurchase 1,939,148
Trading Liabilities 4,048,651
Other borrowed money 7,823,352
Bank's liability on acceptances 105,958
Subordinated notes and debentures 1,539,985
Other liabilities 4,435,368
Total liabilities 77,730,256
Minority Interests in consolidated Subsidiaries 172
EQUITY CAPITAL
Perpetual preferred stock and related surplus --
Common Stock 205,000
Surplus 6,427,110
Retained earnings 315,433
Accumulated other comprehensive income 38,451
Other equity capital components --
Total equity capital 6,990,886
Total liabilities, minority interests and equity capital 84,721,314