Exhibit 25.1
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) |__|
_______________
SUNTRUST BANK
(Exact name of trustee as specified in its charter)
Georgia 58-0466330
(State of incorporation or organization (I.R.S. employer identification no.)
if not a U.S. national bank)
303 Peachtree Street 30303
Suite 300 (Zip Code)
Atlanta, Georgia
(Address of principal executive offices)
_______________
James K. McManus
Assistant Vice President
SunTrust Bank
Corporate Trust Division, 10th Floor
919 East Main Street
Richmond, Virginia 23219
(804) 782-5726
(Name, address and telephone number of agent for service)
_______________
DIMON INCORPORATED
A Virginia Corporation 54-1746567
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
512 Bridge Street 24541
Danville, Virginia (Zip Code)
(Address of principal executive offices)
_______________
9 5/8% Senior Notes Series 2001 due October 15, 2011
(Title of the indenture securities)
1. General information.
-------------------
Furnish the following information as to the trustee -
Name and address of each examining or supervising authority to which
it is subject.
Department of Banking and Finance,
State of Georgia
Atlanta, Georgia
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
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.
3-12 No responses are included for Items 3 through 12. Responses to those
- ---- Items are not required because, as provided in General Instruction B and as
set forth in Item 13(b), the obligor is not in default on any securities
issued under indentures under which SunTrust Bank is a trustee.
13. Defaults by the Obligor.
-----------------------
(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.
There is not and has not been any default under this indenture.
(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 obligor 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.
There has not been any such default.
1
14-15 No responses are included for Items 14 and 15. Responses to those Items
- ----- are not required because, as provided in General Instruction B and as set
forth in Item 13(b), the obligor is not in default on any securities
issued under indentures under which SunTrust Bank is a trustee.
16. List of Exhibits.
----------------
List below all exhibits filed as a part of this statement of eligibility;
exhibits identified in parentheses are filed with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939, as amended, and Rule 24 of the
Commission's Rules of Practice.
(1) A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect. (Exhibit 1 to Form T-1,
filed with Registration No. 333-32106)
(2) A copy of the certificate of authority of the trustee to commence
business. (Included in Exhibit 1)
(3) A copy of the authorization of the trustee to exercise corporate trust
powers. (Included in Exhibit 1)
(4) A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-
1, filed with Registration No. 333-32106)
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority as of the close of business on June 30, 2001.
(8) Not applicable.
(9) Not applicable.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Richmond and the Commonwealth of Virginia, on the
____ day of November, 2001.
SUNTRUST BANK
By: /s/ James K. McManus
---------------------
James K. McManus
Assistant Vice President
3
EXHIBIT 1 TO FORM T-1
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK
(Exhibit 1 to Form T-1, filed with Registration No. 333-32106)
4
EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Included in Exhibit 1)
5
EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS
(Included in Exhibit 1)
6
EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
SUNTRUST BANK
(Exhibit 4 to Form T-1, filed with Registration No. 333-32106)
7
EXHIBIT 5 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
8
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance of the Dimon Incorporated 9
5/8% Senior Notes Series 2001 due October 15, 2011, SunTrust Bank hereby
consents 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.
SUNTRUST BANK
By: /s/ James K. McManus
----------------------
James K. McManus
Assistant Vice President
9
EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
10
SUNTRUST BANK FFIEC 031
ATLANTA, GA 30302 RC-1
11
FDIC Certificate Number - 00867
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2001
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions (from RCFD
Schedule RC-A): ----
a. Noninterest-bearing balances and currency and coin (1)_____________ 0081 4,029,295 1.a
------------------
b. Interest-bearing balances (2)______________________________________ 0071 108,872 1.b
------------------
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)_________ 1754 0 2.a
------------------
b. Available-for-sale securities (from Schedule RC-B, column D)_______ 1773 15,927,784 2.b
------------------
3. Federal funds sold and securities purchased under agreements to resell 1350 2,428,869 3
------------------
4. Loans and lease financing receivables:(from Schedule RC-C)
a. Loans and leases held for sale 5369 3,126,942 4.a
------------------
b. Loans and Leases, net of unearned income B528 68,709,512 4.b
------------------
c. LESS: Allowance for loan and lease losses____________3123 848,294 4.c
------------------
d. Loans and leases, net of unearned income, allowance, and reserve B529 67,861,218 4.d
(item 4.b minus 4.c)________________________________________________ ------------------
5. Trading assets (from Schedule RC-D)___________________________________ 3545 484,294 5
------------------
6. Premises and fixed assets (including capitalized leases)______________ 2145 1,298,098 6
------------------
7. Other real estate owned (from Schedule RC-M)__________________________ 2150 31,250 7
------------------
8. Investments in unconsolidated subsidiaries and associated 2130 0 8
companies(from Schedule RC-M)_________________________________________ ------------------
9. Customers' liability to this bank on acceptances outstanding__________ 2155 89,475 9
------------------
10. Intangible assets_____________________________________________________
a. Goodwill___________________________________________________________ 3163 241,499 10.a
------------------
b. Other intangible assets (from Schedule RC-M)_______________________ 0426 379,965 10.b
------------------
11. Other assets (from Schedule RC-F)_____________________________________ 2160 2,086,020 11
------------------
12. Total assets (sum of items 1 through 11)______________________________ 2170 98,093,581 12
------------------
_____
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
11
SUNTRUST BANK FFIEC 031
ATLANTA, GA 30302 RC-2
12
FDIC Certificate Number - 00867
Schedule RC - Continued
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RCON
RC-E, part 1) -----
2200 60,291,519 13.a
-------------------
(1) Noninterest-bearing (1) 6631 8,743,385 13.a.1
----------------
(2) Interest-bearing 6636 51,548,134 13.a.2
----------------
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, ----
and IBFs (from Schedule RC-E, part II) 2200 3,658,760 13.b
-------------------
(1) Noninterest-bearing 6631 0 13.b.1
----------------
(2) Interest-bearing 6636 3,658,760 RCFD 13.b.2
---------------- ----
14. Federal funds purchased and securities sold under 2800 12,161,227 14
agreements to repurchase -------------------
15. Trading liabilities (from Schedule RC-D) 3548 0 15
-------------------
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) (from Schedule RC-M): 3190 9,411,416 16
-------------------
17. Not applicable
18. Bank's liability on acceptances executed and 2920 89,475 18
outstanding ------------------
19. Subordinated notes and debentures(2) 3200 1,493,103 19
-------------------
20. Other liabilities (from Schedule RC-G) 2930 2,403,914 20
-------------------
21. Total liabilities (sum of items 13 through 20) 2948 89,509,414 21
-------------------
22. Minority interest in consolidated subsidiaries 3000 166,493 22
-------------------
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
-------------------
24. Common stock 3230 21,600 24
-------------------
25. Surplus (exclude all surplus related to preferred 3839 2,516,538 25
stock) -------------------
26. a. Retained earnings 3632 4,919,946 26.a
-------------------
b. Accumulated other comprehensive income (3) B530 959,590 26.b
-------------------
27. Other equity capital components(4) A130 0 27
-------------------
28. Total equity capital (sum of items 23 through 27) 3210 8,417,674 28
-------------------
29. Total liabilities, minority interest, and equity 3300 98,093,581 29
capital (sum of items 21, 22 and 28) -------------------
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed for
the bank by independent external auditors as of any RCFD
date during 2000 ----
6724 N/A M.1
-------------------
1= Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm
which submits a report on the bank
2= Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)
3= Attestation on bank management's assertion on the effectiveness of
the bank's internal control over financial reporting by a certified
public accounting firm
4= Director's examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public
accounting firm (may be required by state chartering authority)
5= Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
6= Review of the bank's financial statements by external auditors
7= Compilation of the bank's financial statements by external auditors
8= Other audit procedures (excluding tax preparation work)
9= No external audit work
__________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains(losses) on cash flow hedges, cumulative
currency translation adjustments, and minimum pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
_____
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
12
EXHIBIT 8 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
13
EXHIBIT 9 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
14