Exhibit 25.1
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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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BNY MIDWEST TRUST COMPANY
(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)
Illinois 36-3800435
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
2 North LaSalle Street
Suite 1021
Chicago, Illinois 60602
(Address of principal executive offices) (Zip code)
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MICHAEL FOODS, INC.
(Exact name of obligor as specified in its charter)
Minnesota 41-0498850
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Farm Fresh Foods, Inc
(Exact name of obligor as specified in its charter)
Nevada 91-2086470
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Kohler Mix Specialties of Connecticut, Inc.
(Exact name of obligor as specified in its charter)
Connecticut 41-1938090
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Michael Foods of Delaware, Inc
(Exact name of obligor as specified in its charter)
Delaware 41-1579532
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Casa Trucking, Inc
(Exact name of obligor as specified in its charter)
Minnesota 22-3493806
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Crystal Farms Refrigerated Distribution Company
(Exact name of obligor as specified in its charter)
Minnesota 41-1669454
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Kohler Mix Specialities, Inc
(Exact name of obligor as specified in its charter)
Minnesota 41-0845810
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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M-Foods Dairy, LLC
(Exact name of obligor as specified in its charter)
Delaware 84-1582879
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
M-Foods Dairy TXCT, LLC
(Exact name of obligor as specified in its charter)
Delaware 84-1583749
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Midwest Mix, Inc.
(Exact name of obligor as specified in its charter)
Minnesota 41-0947334
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Minnesota Products, Inc.
(Exact name of obligor as specified in its charter)
Minnesota 41-1394918
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Papetti's Hygrade Egg Products, Inc
(Exact name of obligor as specified in its charter)
Minnesota 22-3493805
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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Northern Star Co.
(Exact name of obligor as specified in its charter)
Minnesota 41-1468193
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
M.G. Waldbaum Company
(Exact name of obligor as specified in its charter)
Nebraska 47-0445304
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Papetti Electroheating Corp.
(Exact name of obligor as specified in its charter)
New Jersey 22-3301353
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
WFC, Inc.
(Exact name of obligor as specified in its charter)
Wisconsin 41-1698341
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Wisco Farm Cooperative
(Exact name of obligor as specified in its charter)
Wisconsin 39-1524981
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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Suite 324
Signal Bank Building
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
(Address of principal executive offices) (Zip code)
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11-3/4% Senior Subordinated Notes due 2011, Series B
(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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Office of Banks & Trust Companies of 500 E. Monroe Street
the State of Illinois Springfield, Illinois 62701-1532
Federal Reserve Bank of Chicago 230 S. LaSalle Street
Chicago, Illinois 60603
(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 Articles of Incorporation of BNY Midwest Trust
Company (formerly CTC Illinois Trust Company, formerly
Continental Trust Company) as now in effect. (Exhibit 1 to
Form T-1 filed with the Registration Statement No. 333-47688.)
2,3. A copy of the Certificate of Authority of the Trustee as now
in effect, which contains the authority to commence business
and a grant of powers to exercise corporate trust powers.
(Exhibit 2 to Form T-1 filed with the Registration Statement
No. 333-47688.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 333-47688.)
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. 333-47688.)
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, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 9th day of July, 2001.
THE BANK OF NEW YORK
By: /s/ J. BARTOLINI
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Name: J. BARTOLINI
Title: VICE PRESIDENT
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OFFICE OF BANKS AND REAL ESTATE
BUREAU OF BANKS AND TRUST COMPANIES
CONSOLIDATED REPORT OF CONDITION
OF
BNY MIDWEST TRUST COMPANY
208 WEST JACKSON BOULEVARD
SUITE 700
CHICAGO, ILLINOIS 60606
Including the institution's domestic and foreign subsidiaries completed as of
the close of business on September 30, 2000, submitted in response to the
call of the Office of Banks and Real Estate of the State of Illinois.
ASSETS THOUSANDS OF DOLLARS
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1. Cash and Due from Depository Institutions .............. 23,538
2. U.S. Treasury Securities ............................... -0-
3. Obligations of States and Political Subdivisions........ -0-
4. Other Bonds, Notes and Debentures ...................... -0-
5. Corporate Stock ........................................ -0-
6. Trust Company Premises, Furniture, Fixtures and Other
Assets Representing Trust Company Premises ............. 234
7. Leases and Lease Financing Receivables.................. -0-
8. Accounts Receivable .................................... 3,706
9. Other Assets ...........................................
(Itemize amounts greater than 15% of Line 9)
Goodwill and Intangibles ...................... 49,681
10. TOTAL ASSETS .......................................... 77,159
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OFFICE OF BANKS AND REAL ESTATE
BUREAU OF BANKS AND TRUST COMPANIES
CONSOLIDATED REPORT OF CONDITION
OF
BNY MIDWEST TRUST COMPANY
208 WEST JACKSON BOULEVARD
SUITE 700
CHICAGO, ILLINOIS 60606
LIABILITIES THOUSANDS OF DOLLARS
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11. Accounts Payable .................................... -0-
12. Taxes Payable ....................................... -0-
13. Other Liabilities for Borrowed Money ................ 7,000
14. Other Liabilities ...................................
(Itemize amounts greater than 15% of Line 14)
Reserve for Taxes ......................2,853
3,289
15. TOTAL LIABILITIES .................................. 10,289
EQUITY CAPITAL
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16. Preferred Stock .................................... -0-
17. Common Stock ....................................... 2,000
18. Surplus ............................................ 62,130
19. Reserve for Operating Expenses ..................... -0-
20. Retained Earnings (Loss) ........................... 2,740
21. TOTAL EQUITY CAPITAL ............................... 66,870
22. TOTAL LIABILITIES AND EQUITY CAPITAL ............... 77,159
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I, Robert L. DePaola, Vice President
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(Name and Title of Officer Authorized to Sign Report)
of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand
that submission of false information with the intention to deceive the
Commissioner or his Administrative officers is a felony.
Robert L. DePaola
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(Signature of Officer Authorized to Sign Report)
Sworn to and subscribed before me is 26th day of October, 2000
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My Commission expires December 31, 2001.
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Carmelo C. Casella, Notary Public
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(Notary Seal)
Person to whom Supervisory Staff should direct questions concerning this
report.
Jennifer Barbieri (212) 437-5520
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Name Telephone Number (Extension)
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