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
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) [_]
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BNY MIDWEST TRUST COMPANY
(Exact name of trustee as specified in its charter)
Illinois 36-3800435
(Jurisdiction of incorporation or organization (I.R.S. Employer
if not a U.S. national bank) Identification Number)
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602
(Address of principal executive offices) (Zip code)
John C. Hitt, Jr.
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3000
(Agent for Service)
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Roundy's, Inc.
(Exact name of obligor as specified in its charter)
Wisconsin 39-0854535
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
23000 Roundy Drive
Pewaukee, Wisconsin 53072
(Address of principal executive offices) (Zip code)
Each additional obligor as identified in Exhibit 10 hereto
Series A and Series B
8-7/8% Senior Subordinated Notes due 2012
(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.
Name Address
Office of Banks & Trust Companies of the 500 East Monroe Street
State of Illinois Springfield, Illinois 62701-1532
Federal Reserve Bank of Chicago 230 South LaSalle Street
Chicago, Illinois 60603
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None.
Item 16. List of Exhibits.
1. A copy of Articles of Incorporation of BNY Midwest Trust Company
as now in effect. (Incorporated by reference to Exhibit 1 of the
Form T-1 filed under Form 8-K, Commission File No. 0-18298, June
25, 2002.)
2, 3. A copy of the Certificate of Authority of the Trustee as now in
effect, which contains the authority to commence business and a
grant of powers to exercise corporate trust powers.
(Incorporated by reference to Exhibit 2 of the Form T-1 filed
under Form 8-K, Commission File No. 0-18298, June 25, 2002.)
4. A copy of the existing By-laws of the Trustee. (Incorporated by
reference to Exhibit 4 of the Form T-1 filed under Form 8-K,
Commission File No. 0-18298, June 25, 2002.)
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit A)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority. (Exhibit B)
8. Not applicable.
9. Not applicable.
10. Additional Obligors. (Exhibit C)
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, BNY Midwest Trust Company, a corporation organized and existing under
the laws of the State of Illinois, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of Chicago, and State of Illinois, on the 2nd day of August, 2002.
BNY MIDWEST TRUST COMPANY
By:/s/ M. Callahan
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Name: M. Callahan
Title: Assistant Vice President
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EXHIBIT A
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issue of Roundy's, Inc. Series A and
Series B 8-7/8% Senior Subordinated Notes due 2012, 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.
BNY MIDWEST TRUST COMPANY
By:/s/ M. Callahan
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Name: M. Callahan
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Title: Assistant Vice President
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Dated: August 2, 2002
EXHIBIT B
OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies
CONSOLIDATED REPORT OF CONDITION
OF
BNY Midwest Trust Company
209 West Jackson Boulevard
Suite 700
Chicago, Illinois 60606
Including the institution's domestic and foreign subsidiaries completed as
of the close of business on March 31, 2002, submitted in response to the call of
the Office of Banks and Real Estate of the State of Illinois.
ASSETS THOUSANDS OF DOLLARS
1. Cash and Due from Depository Institutions ................ 14,706
2. U.S. Treasury Securities ................................. - 0 -
3. Obligations of States and Political Subdivisions.......... - 0 -
4. Other Bonds, Notes and Debentures ........................ - 0 -
5. Corporate Stock .......................................... - 0 -
6. Trust Company Premises, Furniture, Fixtures
and Other Assets Representing Trust Company
Premises ................................................. 349
7. Leases and Lease Financing Receivables ................... - 0 -
8. Accounts Receivable ...................................... 4,204
9. Other Assets .............................................
(Itemize amounts greater than 15% of Line 9)
Goodwill and Intangibles ......................86,813 87,161
10. TOTAL ASSETS ............................................. 106,420
OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies
CONSOLIDATED REPORT OF CONDITION
OF
BNY Midwest Trust Company
209 West Jackson Boulevard
Suite 700
Chicago, Illinois 60606
LIABILITIES THOUSANDS OF DOLLARS
11. Accounts Payable ............................ - 0 -
12. Taxes Payable ............................... - 0 -
13. Other Liabilities for Borrowed Money ........ 25,425
14. Other Liabilities ...........................
(Itemize amounts greater than 15% of Line 14)
Taxes Due Parent Company ...............3,803
Reserve for Taxes ......................3,128 7,174
15. TOTAL LIABILITIES 32,599
EQUITY CAPITAL
16. Preferred Stock ............................. - 0 -
17. Common Stock ................................ 2,000
18. Surplus ..................................... 62,130
19. Reserve for Operating Expenses .............. - 0 -
20. Retained Earnings (Loss) .................... 9,691
21. TOTAL EQUITY CAPITAL ........................ 73,821
22. TOTAL LIABILITIES AND EQUITY CAPITAL ........ 106,420
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I, Robert L. De Paola, Vice President
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(Name and Title of Officer Authorized to Sign Report)
of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand that
submission of false information with the intention to deceive the Commissioner
or his Administrative officers is a felony.
/s/ Robert L. DePaola
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(Signature of Officer Authorized to Sign Report)
Sworn to and subscribed before me this 25th day of April, 2002
My Commission expires May 15, 2003.
/s/ Joseph A. Giacobino, Notary Public
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(Notary Seal)
Person to whom Supervisory Staff should direct questions concerning this report.
Christine Anderson (212) 503-4204
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Name Telephone Number (Extension)
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EXHIBIT C
ADDITIONAL OBLIGORS
GUARANTOR UNDER JURISDICTION OF IRS EMPLOYER
THE INDENTURE* ORGANIZATION IDENTIFICATION NO.
Cardinal Foods, Inc. Delaware 31-1193505
Holt Public Storage, Inc. Wisconsin 39-1625007
Insurance Planners, Inc. Wisconsin 39-1017345
I.T.A., Inc. Wisconsin 39-1598441
Jondex Corp. Wisconsin 39-6043038
Kee Trans, Inc. Wisconsin 39-1598439
Mega Marts, Inc. Wisconsin 39-1584570
Midland Grocery of Michigan, Inc. Michigan 31-1271538
Pick `n Save Warehouse Foods, Inc. Wisconsin 39-1237362
Rindt Enterprises, Inc. Wisconsin 39-6043358
Ropak, Inc. Wisconsin 39-1266185
Scot Lad Foods, Inc. Wisconsin 36-3318402
Scot Lad-Lima, Inc. Ohio 34-1755052
Shop-Rite, Inc. Wisconsin 39-1134847
Spring Lake Merchandise, Inc. Ohio 34-1597319
The Copps Corporation Wisconsin 39-0763870
The Midland Grocery Company Ohio 31-4252895
Ultra Mart Foods, Inc. Wisconsin 39-6043054
Village Market, LLC Indiana 35-2077271
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* The address for each of the Guarantors is c/o Roundy's, Inc., 23000 Roundy
Drive, Pewaukee, Wisconsin 53072, telephone (262) 953-7999.