EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________
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)
_________
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)
Terence Rawlins, 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)
Domino's, Inc.
(Exact name of each registrant as specified in its charter)
Delaware 38-3025165
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
(Address of principal executive office) (Zip code)
Domino's Pizza, Inc.
(Exact name of each registrant as specified in its charter)
Michigan 38-1741243
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
(Address of principal executive office) (Zip code)
Domino's Franchise Holding Co.
(Exact name of each registrant as specified in its charter)
Michigan 38-3401169
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
(Address of principal executive office) (Zip code)
Metro Detroit Pizza, Inc.
(Exact name of each registrant as specified in its charter)
Michigan 38-3068735
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
(Address of principal executive office) (Zip code)
Domino's Pizza International, Inc.
(Exact name of each registrant as specified in its charter)
Delaware 52-1291464
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
(Address of principal executive office) (Zip code)
-2-
Domino's Pizza International Payroll Services, Inc.
(Exact name of each registrant as specified in its charter)
Florida 38-2978908
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
(Address of principal executive office) (Zip code)
Domino's Pizza - Government Services Division, Inc.
(Exact name of each registrant as specified in its charter)
Texas 38-3105323
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
(Address of principal executive office) (Zip code)
10-3/8% Senior Subordinated Notes due 2009
(Title of Indenture Securities)
-3-
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.
-4-
Item 13. Defaults by the Obligors.
(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 as amended to
date. (See Exhibit 1A to Form T-1, Securities and Exchange Commission File
No. 22-18460 & 333-46849).
*2. A copy of the Certificate of Authority of the trustee to Commence Business
(Included in Exhibit 1 above).
*3. 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).
*4. 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. 333-
46849).
5. Not Applicable
6. The consent of United States institutional trustee required by Section
321(b) of the Act.
-5-
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.
* 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.
-6-
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 1st day
of March, 1999.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/Terence Rawlins
------------------------------
Terence Rawlins
Assistant Vice President
-7-
EXHIBIT 6
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 Domino's, Inc., of it's 10
3/8% Senior Subordinated Notes due 2009, 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/Terence Rawlins
------------------------------
Terence Rawlins
Assistant Vice President
Dated: March 1, 1999
-8-
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
Of New York, New York
And Foreign and Domestic Subsidiaries
Report as of December 31, 1998
Dollar Amounts
in Thousands
------------
ASSETS
------
1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin.......... $ 26,852
b. Interest-bearing balances.................................... $ 17,489
2. Securities:
a. Held-to-maturity securities.................................. $ 0
b. Available-for-sale securities................................ $ 207,069
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............................................... $ 80,389
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income..................... $2,033,599
b. LESS: Allowance for loan and lease losses.................... $ 62,853
c. LESS: Allocated transfer risk reserve........................ $ 0
d. Loans and leases, net of unearned income, allowance, and
reserve...................................................... $1,970,746
5. Trading assets held in trading accounts............................ $ 848
6. Premises and fixed assets (including capitalized leases)........... $ 1,583
7. Other real estate owned............................................ $ 0
8. Investments in unconsolidated subsidiaries and associated companies $ 0
9. Customers' liability to this bank on acceptances outstanding....... $ 340
10. Intangible assets.................................................. $ 11,840
11. Other assets....................................................... $ 66,691
12. TOTAL ASSETS....................................................... $2,383,847
-9-
LIABILITIES
-----------
13. Deposits:
a. In domestic offices............................................ $ 804,562
(1) Noninterest-bearing............................................ $ 168,822
(2) Interest-bearing............................................... $ 635,740
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs........................................................... $ 885,076
(1) Noninterest-bearing............................................ $ 16,554
(2) Interest-bearing............................................... $ 868,522
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............................................. $ 225,000
15. a. Demand notes issued to the U.S. Treasury....................... $ 674
b. Trading Liabilities............................................ $ 560
16. Other borrowed money:
a. With a remaining maturity of one year or less.................. $ 38,002
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............. $ 340
19. Subordinated notes and debentures.................................... $ 100,000
20. Other liabilities.................................................... $ 74,502
21. TOTAL LIABILITIES.................................................... $2,131,641
22. Limited-life preferred stock and related surplus..................... $ N/A
-10-
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus........................ $ 0
24. Common stock......................................................... $ 28,958
25. Surplus (exclude all surplus related to preferred stock)............. $ 210,319
26. a. Undivided profits and capital reserves......................... $ 11,655
b. Net unrealized gains (losses) on available-for-sale
securities..................................................... $ 1,274
27. Cumulative foreign currency translation adjustments.................. $ 0
28. TOTAL EQUITY CAPITAL................................................. $ 252,206
29. TOTAL LIABILITIES AND EQUITY CAPITAL................................. $2,383,847
-11-