EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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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MANUFACTURERS AND TRADERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 16-0538020
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a national bank) identification No.)
One M&T Plaza
Buffalo, New York 14240-2399
(Address of principal executive offices) (Zip Code)
FLEMING COMPANIES, INC.
(Exact name of obligor as specified in its charter)
OKLAHOMA 73-1395733
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
6301 Waterford Boulevard
Oklahoma City, Oklahoma 73126
(Address of principal executive offices) (Zip Code)
10-5/8% SERIES C SENIOR SUBORDINATED NOTES DUE 2007
(Title of indenture securities)
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.
Superintendent of Banks of the State of New York, 2 Rector Street, New
York, New York 10006 and Corning Tower, Albany, New York 12203
Federal Reserve Bank of New York, 33 Liberty Street, New York, New
York 10045
Federal Deposit Insurance Corporation, Washington, D. C. 20429
(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.
[ITEMS 3 THROUGH 15 OMITTED PURSUANT TO GENERAL INSTRUCTION B TO FORM T-1]
ITEM 16. LIST OF EXHIBITS
Exhibit 1. Organization Certificate of the Trustee as now in effect
(incorporated herein by reference to Exhibit 1, Form T-1,
Registration Statement No. 33-7309).
Exhibit 2. Certificate of Authority of the Trustee to commence business
(incorporated herein by reference to Exhibit 2, Form T-1,
Registration Statement No. 33-7309).
Exhibit 3. Authorization of the Trustee to exercise corporate trust powers
(incorporated herein by reference to Exhibit 3, Form T-1,
Registration Statement No. 33-7309).
Exhibit 4. Existing By-Laws of the Trustee (incorporated herein by reference to
Exhibit 4, Form T-1, Registration Statement No. 33-7309).
Exhibit 5. Not Applicable.
Exhibit 6. Consent of the Trustee (incorporated herein by reference to Exhibit
6, Form T-1, Registration Statement No. 33-7309).
Exhibit 7. Report of Condition of the Trustee.*
Exhibit 8. Not Applicable.
1
Exhibit 9. Not Applicable
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* Filed Herewith
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Manufacturers and Traders Trust Company, a trust company organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Buffalo, and State of New York, on
the 9th day of January, 2002.
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ RUSSELL T. WHITLEY
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Russell T. Whitley
Assistant Vice President
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EXHIBIT 7
REPORT OF CONDITION OF THE TRUSTEE
CONDENSED CONSOLIDATED BALANCE SHEET
<Table>
<Caption>
September 30
In Thousands 2001
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Assets Cash and due from banks $ 784,666
Money-market Assets 243,000
Investment securities
Available for sale (cost: $2,546,845) 2,607,224
Held to maturity (market value: $115,823) 114,909
Other (market value: $238,130) 238,130
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Total investment securities 2,960,263
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Loans and leases, net of unearned discount 24,259,280
Allowance for credit losses (408,358)
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Loans and leases, net 23,850,922
Other Assets 2,608,554
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Total assets $ 30,447,405
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Liabilities Deposits
Noninterest-bearing $ 3,586,093
Interest-bearing 16,454,264
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Total deposits 20,040,357
Short-term borrowings 3,557,248
Accrued interest and other liabilities 409,858
Long-term borrowings 3,183,734
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Total liabilities 27,191,197
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Stockholders' equity 3,256,208
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Total liabilities and stockholder's equity $ 30,447,405
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</Table>