EXHIBIT 25.1
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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
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
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PAYLESS SHOESOURCE, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 43-1813160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3231 SOUTHEAST SIXTH AVENUE
TOPEKA, KANSAS 66607-2207
Address of principal executive offices) (Zip code)
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8.25% SENIOR SUBORDINATED NOTES DUE 2013
(Title of the indenture securities)
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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.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of
this Statement of Eligibility. Wells Fargo
Bank incorporates by reference into this
Form T-1 the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.***
Exhibit 2. a. A copy of the certificate of authority of
the trustee to commence business issued June
28, 1872, by the Comptroller of the Currency
to The Northwestern National Bank of
Minneapolis.*
b. A copy of the certificate of the Comptroller
of the Currency dated January 2, 1934,
approving the consolidation of The
Northwestern National Bank of Minneapolis
and The Minnesota Loan and Trust Company of
Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January
12, 1943, as to change of corporate title of
Northwestern National Bank and Trust Company
of Minneapolis to Northwestern National Bank
of Minneapolis.*
d. A copy of the letter dated May 12, 1983
from the Regional Counsel, Comptroller of
the Currency, acknowledging receipt of
notice of name change effective May 1, 1983
from Northwestern National Bank of
Minneapolis to Norwest Bank Minneapolis,
National Association.*
e. A copy of the letter dated January 4, 1988
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation and merger
effective January 1, 1988 of Norwest Bank
Minneapolis, National Association with
various other banks under the title of
"Norwest Bank Minnesota, National
Association."*
f. A copy of the letter dated July 10, 2000
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation effective July 8,
2000 of Norwest Bank Minnesota, National
Association with various other banks under
the title of "Wells Fargo Bank Minnesota,
National Association."****
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers issued January 2,
1934, by the Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b)
of the Act.
Exhibit 7. Consolidated Report of Condition attached.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25.1(b) filed with
registration statement number 333-74872.
*** Incorporated by reference to exhibit T3G filed with
registration statement number 022-22473.
**** Incorporated by reference to exhibit number 2f to the
trustee's Form T-1 filed as exhibit 25.1 to the Current Report
Form 8-K dated September 8, 2000 of NRG Energy Inc. file
number 001-15891.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 4th day of September 2003.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Corporate Trust Officer
EXHIBIT 6
September 4, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Corporate Trust Officer
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank Minnesota, National Association
of Sixth Street and Marquette Avenue, Minneapolis, MN 55479
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2003, filed in accordance with 12 U.S.C.
Section 161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 1,820
Interest-bearing balances 63
Securities:
Held-to-maturity securities 0
Available-for-sale securities 1,865
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 10,646
Securities purchased under agreements to resell 117
Loans and lease financing receivables:
Loans and leases held for sale 20,213
Loans and leases, net of unearned income 18,159
LESS: Allowance for loan and lease losses 283
Loans and leases, net of unearned income and allowance 17,876
Trading Assets 440
Premises and fixed assets (including capitalized leases) 148
Other real estate owned 6
Investments in unconsolidated subsidiaries and associated companies 0
Customers' liability to this bank on acceptances outstanding 17
Intangible assets
Goodwill 291
Other intangible assets 11
Other assets 1,380
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Total assets $ 54,893
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LIABILITIES
Deposits:
In domestic offices $ 36,876
Noninterest-bearing 24,165
Interest-bearing 12,711
In foreign offices, Edge and Agreement subsidiaries, and IBFs 4,858
Noninterest-bearing 1
Interest-bearing 4,857
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 1,391
Securities sold under agreements to repurchase 286
Dollar Amounts
In Millions
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Trading liabilities 50
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 6,718
Bank's liability on acceptances executed and outstanding 18
Subordinated notes and debentures 0
Other liabilities 1,192
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Total liabilities $ 51,389
Minority interest in consolidated subsidiaries 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 100
Surplus (exclude all surplus related to preferred stock) 2,134
Retained earnings 1,208
Accumulated other comprehensive income 62
Other equity capital components 0
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Total equity capital 3,504
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Total liabilities, minority interest, and equity capital $ 54,893
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I, Karen B. Martin, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
Karen B. Martin
Vice President
We, the undersigned directors, attest to the correctness of this Report of
Condition and 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
issued by the appropriate Federal regulatory authority and is true and correct.
Jon R. Campbell
Marilyn A. Dahl Directors
Gerald B. Stenson