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
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CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]
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WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
Not Applicable 94-1347393
(State of incorporation I.R.S. employer
if not a U.S. national bank) identification no.)
505 Main Street, Suite 301
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)
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Group 1 Automotive, Inc.
(Exact name of obligor as specified in its charter)
Delaware 76-0506313
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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8.25% Senior Subordinated Note due August 15, 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. 20230
Federal Deposit Insurance Corporation
Washington, D.C. 20429
Federal Reserve Bank of San Francisco
San Francisco, CA 94120
(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.
Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached
hereto.
Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate
Existence for Wells Fargo Bank, National Association, dated November
28, 2001.*
Exhibit 3. A copy of the authorization of the trustee to exercise corporate
trust powers. A copy of the Comptroller of the Currency Certificate
of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank,
National Association, dated November 28, 2001.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
Exhibit 7. Attached is a copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or
examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with registration
statement number 333-87398.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wells Fargo Bank, 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 Fort
Worth and State of Texas on the day of 8th of September, 2003.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Melissa Scott
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Melissa Scott, Vice President
Exhibit 6
September 8, 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 thereof.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Melissa Scott
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Melissa Scott, Vice President
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 420 Montgomery Street, San Francisco, CA 94163
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 $ 8,465
Interest-bearing balances 1,204
Securities:
Held-to-maturity securities 0
Available-for-sale securities 4,842
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 248
Securities purchased under agreements to resell 75
Loans and lease financing receivables:
Loans and leases held for sale 38,852
Loans and leases, net of unearned income 124,292
LESS: Allowance for loan and lease losses 1,329
Loans and leases, net of unearned income and allowance 122,963
Trading Assets 8,514
Premises and fixed assets (including capitalized leases) 1,589
Other real estate owned 68
Investments in unconsolidated subsidiaries and associated companies 268
Customers' liability to this bank on acceptances outstanding 44
Intangible assets
Goodwill 5,379
Other intangible assets 4,311
Other assets 6,646
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Total assets $203,468
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LIABILITIES
Deposits:
In domestic offices $ 98,307
Noninterest-bearing 30,424
Interest-bearing 67,883
In foreign offices, Edge and Agreement subsidiaries, and IBFs 14,763
Noninterest-bearing 2
Interest-bearing 14,761
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 36,354
Securities sold under agreements to repurchase 457
Dollar Amounts
In Millions
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Trading liabilities 6,242
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 13,937
Bank's liability on acceptances executed and outstanding 44
Subordinated notes and debentures 6,134
Other liabilities 7,612
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Total liabilities $183,850
Minority interest in consolidated subsidiaries 39
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 13,289
Retained earnings 5,459
Accumulated other comprehensive income 311
Other equity capital components 0
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Total equity capital 19,579
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Total liabilities, minority interest, and equity capital $203,468
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I, James E. Hanson, 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.
James E. Hanson
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.
Carrie L. Tolstedt
Howard Atkins Directors
Patricia Callahan