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Exhibit 25.1
Conformed Copy
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)
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Marine Midland Bank
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Charles E. Bauer, V.P.
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-1792
(Name, address and telephone number of agent for service)
YOUNG AMERICA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1892816
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
717 Faxon Road
Young America, Minnesota 55397
(Address of principal executive offices)
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YOUNG AMERICA HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0983697
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
717 Faxon Road
Young America, Minnesota 55397
(Address of principal executive offices)
11 5/8% Series B Senior Subordinated Notes due 2006
Guarantees of the 11 5/8% Series B Senior Subordinated Notes
(Title of Indenture Securities)
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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
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Item 16. List of Exhibits.
Exhibit
T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York
Banking Department dated December 31, 1993
as to the authority of Marine Midland Bank
to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January 20,
1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank required by
Section 321(b) of the Trust Indenture Act
of 1939.
T1A(vii) - Copy of the latest report of condition of
the trustee (December 31, 1997), published
pursuant to law or the requirement of its
supervisory or examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and Exchange
Commission with Registration No. 33-53693 and incorporated herein by
reference thereto.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, 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 6th day of April, 1998.
MARINE MIDLAND BANK
By: /s/ Frank J. Godino
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Frank J. Godino
Vice President
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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
Federal Financial Institutions Examination Council Expires March 31, 2000
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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
Report at the close of business December 31, 1997
This report is required by law; 12 U.S.C. ss.324 (State member banks); 12 U.S.C.
ss.1817 (State nonmember banks); and 12 U.S.C. ss.161 (National banks).
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
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Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these 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 and believe.
/s/ Gerald A. Ronning
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Signature of Officer Authorized to Sign Report
1/26/98
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Date of Signature
(971231)
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(RCRI 9999)
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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.
/s/ Malcolm Burnett
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Director (Trustee)
/s/ Bernard J. Kennedy
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Director (Trustee)
/s/ Sal H. Alfiero
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Director (Trustee)
Submission of Reports
Each Bank must prepare its Reports of Condition and Income either:
(a) in automated form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data System Corporation
(EDS), by modem or computer diskette; or
(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
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy f the completed report that the bank places in its files.
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FDIC Certificate Number 0 0 5 8 9
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(RCRI 9030)
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REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business December 31, 1997
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances
currency and coin .......................................... $ 928,754
Interest-bearing balances .................................. 2,571,410
Held-to-maturity securities ................................ 0
Available-for-sale securities .............................. 3,968,837
Federal funds sold and securities purchased
under agreements to resell ................................. 497,992
Loans and lease financing receivables:
Loans and leases net of unearned
income ..................................................... 21,550,115
LESS: Allowance for loan and lease
losses ..................................................... 407,355
LESS: Allocated transfer risk reserve ...................... 0
Loans and lease, net of unearned
income, allowance, and reserve ............................. 21,142,760
Trading assets ............................................. 979,454
Premises and fixed assets (including
capitalized leases) ........................................ 225,646
Other real estate owned ....................................... 8,092
Investments in unconsolidated
subsidiaries and associated companies ......................... 0
Customers' liability to this bank on
acceptances outstanding ....................................... 24,795
Intangible assets ............................................. 479,713
Other assets .................................................. 488,168
Total assets .................................................. 31,315,621
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LIABILITIES
Deposits:
In domestic offices ...................................... 20,072,724
Noninterest-bearing ...................................... 4,090,858
Interest-bearing ......................................... 15,981,866
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs ...................................... 3,834,827
Noninterest-bearing ...................................... 0
Interest-bearing ......................................... 3,834,827
Federal funds purchased and securities sold
under agreements to repurchase ........................... 2,007,482
Demand notes issued to the U.S. Treasury .................... 192,186
Trading Liabilities ......................................... 215,748
Other borrowed money:
With a remaining maturity of one year
or less .................................................. 1,402,449
With a remaining maturity of more than
one year through three years ............................. 63,601
With a remaining maturity of more than
three years .............................................. 61,707
Bank's liability on acceptances
executed and outstanding .................................... 24,795
Subordinated notes and debentures ........................... 497,774
Other liabilities ........................................... 719,423
Total liabilities ........................................... 29,092,716
EQUITY CAPITAL
Perpetual preferred stock and related
surplus ..................................................... 0
Common Stock ................................................ 205,000
Surplus ..................................................... 1,984,326
Undivided profits and capital reserves ...................... 8,678
Net unrealized holding gains (losses)
on available-for-sale securities ............................ 24,901
Cumulative foreign currency translation
adjustments ................................................. 0
Total equity capital ........................................ 2,222,905
Total liabilities, limited-life
preferred stock, and equity capital ......................... 31,315,621