EXHIBIT 25
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) X
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MANUFACTURERS AND TRADERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
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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)
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FLEMING COMPANIES, INC.
(Exact name of obligor as specified in its charter)
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OKLAHOMA 48-0222760
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1945 Lakepointe Drive
Lewisville, Texas 75029
(Address of principal executive offices) (Zip Code)
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DEBT SECURITIES
(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 20th day of May, 2002.
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ RUSSELL T. WHITLEY
--------------------------------
Russell T. Whitley
Assistant Vice President
2
EXHIBIT 7
REPORT OF CONDITION OF THE TRUSTEE
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CONDENSED CONSOLIDATED BALANCE SHEET
March 31
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In thousands 2002
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Assets Cash and due from banks $ 696,000
Money-market assets 381,785
Investment securities
Available for sale (cost: $2,289,587) 2,302,663
Held to maturity (market value: $120,431) 119,722
Other (market value: $255,108) 255,108
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Total investment securities 2,677,493
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Loans and leases, net of unearned discount 24,677,616
Allowance for credit losses (428,925)
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Loans and leases, net 24,248,691
Other assets 2,666,498
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Total assets $ 30,670,467
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Liabilities Deposits
Noninterest-bearing $ 3,582,703
Interest-bearing 17,656,449
---------------
Total deposits 21,239,152
Short-term borrowings 2,142,870
Accrued interest and other liabilities 427,884
Long-term borrowings 3,689,707
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Total liabilities 27,499,613
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Stockholder's equity 3,170,854
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Total liabilities and stockholder's equity $ 30,670,467
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