EXHIBIT 25.1
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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
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
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UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
94-0304228
I.R.S. Employer Identification No.
120 S. San Pedro St., Suite 400
Los Angeles, California 90012
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(Address of principal executive offices) (Zip Code)
Kimberly Davidson
Union Bank of California, National Association
120 S. San Pedro Street
Corporate Trust - 4th Floor
Los Angeles, CA 90012
(213) 972-5673
(Name, address and telephone number of agent for service)
KELLWOOD COMPANY
(See table on next page for additional Issuers)
(Issuer with respect to the Securities)
Delaware 36-2472410
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 Kellwood Parkway 63017
Chesterfield, Missouri
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(Address of Principal Executive Offices) (Zip Code)
KELLWOOD COMPANY
$200,000,000 3.50% Convertible Senior Debentures due 2034 and Related Guarantees
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<Table>
<Caption>
STATE OR OTHER
JURISDICTION OF I.R.S. EMPLOYER
INCORPORATION OR IDENTIFICATION
NAME ORGANIZATION NUMBER ADDRESS
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Koret of California, Inc. California 94-1687671 505 14th St.
Oakland, CA 94612
American Recreation Products, Inc. Delaware 13-3285318 1224 Fern Ridge Parkway
St. Louis, MO 63141
Briggs New York, Inc. Delaware 13-4218484 38 Guest St.
Boston, MA 02135
Costura Dominicana, Inc. Delaware 13-3067497 7005 Pelham Rd.
Greenville, SC 29615
Gerber Childrenswear, Inc. Delaware 03-0442752 7005 Pelham Rd.
Greenville, SC 29615
GCW Holdings, Inc. Delaware 58-2354913 103 Foulk Rd., Suite 200
Wilmington, DE 19803
GCI IP Sub, Inc. Delaware 58-2354915 7005 Pelham Rd.
Greenville, SC 29615
Halmode Apparel, Inc. Delaware 54-0732945 1400 Broadway, 11th Floor
New York, NY 10018
New Campaign, Inc. Delaware 54-1753667 1155 Pineridge Rd.
Norfolk, VA 23502
KWD Holdings, Inc. Delaware 51-0308637 1105 North Market St., Suite
1300
Wilmington, DE 19899
Sierra Designs Acquisition Delaware 43-1676379 1224 Fern Ridge Parkway
Corporation St. Louis, MO 63141
Biflex International, Inc. New York 13-1875956 180 Madison Ave., 6th Floor
New York, NY 10016
Dorby Frocks, Ltd. New York 13-1833444 1400 Broadway, 17th
Floor
New York, NY 10018
Phat Fashions LLC New York 13-3901411 512 Seventh Ave., 12th Floor
New York, NY 10018
Phat Licensing LLC New York 13-4021744 512 Seventh Ave., 43rd Floor
New York, NY 10018
Kellwood Financial Resources, Inc. Tennessee 62-1802806 600 Kellwood Parkway
Chesterfield, MO 63017
</Table>
FORM T-1
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
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
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
In answering this item, the trustee has relied, in part, upon
information furnished by the obligor and the underwriters, and the
trustee disclaims responsibility for the accuracy or completeness of
such information. The trustee has also examined its own books and
records for the purpose of answering this item.
ITEMS 3-15 Items 3-15 are not applicable because to the best of the
Trustee's knowledge, the obligor is not in default under any
Indenture for which the Trustee acts as Trustee.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to
commence business.*
3. A copy of the certificate of authority of the Trustee to
exercise corporate trust powers.*
4. A copy of the existing bylaws of the Trustee.*
5. A copy of each Indenture referred to in Item 4. Not
applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. Attached as Exhibit 6.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority. Attached as Exhibit 7.
* Exhibits 1 through 4 are incorporated by reference to
Registration Number 333-103873 filed with the SEC.
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NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Union Bank of California, 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 and qualification to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Los Angeles, State of California on the 25th day of April, 2005.
UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
By: /s/ Kimberly Davidson
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Kimberly Davidson
Assistant Vice President
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EXHIBIT 6
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT
April 25, 2005
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture for indebtedness between
Kellwood Company (the "Company") and Union Bank of California, N.A. (the
"Trustee"), the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that reports of examinations
of the undersigned by federal, state, territorial, or district authorities
authorized to make such examinations may be furnished by such authorities to the
Securities and Exchange Commission upon request therefore.
Sincerely,
Union Bank of California, N.A.
By:
/s/ Kimberly Davidson
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Kimberly Davidson
Corporate Trust Assistant Vice President
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EXHIBIT 7
Consolidated Report of Condition of
Union Bank of California, National Association
of San Francisco in the State of California, at the close of business December
31, 2004, published in response to call made by the Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter 21541
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BALANCE SHEET
Dollar Amounts
In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 2,111,180
Interest-bearing balances 474,152
Securities:
Held-to-maturity securities 0
Available-for-sale securities 11,152,232
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 944,550
Securities purchased under agreements to resell 0
Loans and lease financing receivables:
Loans and leases held for sale 117,900
Loans and leases, net of unearned income 29,934,623
LESS: Allowance for loan and lease losses 371,496
Loans and leases, net of unearned income and allowance 29,563,127
Trading assets 253,891
Premises and fixed assets 518,261
Other real estate owned 7,281
Investments in unconsolidated subsidiaries and associated companies 114
Customers' liability to this bank on acceptances outstanding 55,915
Intangible assets:
Goodwill 475,027
Other intangible assets 64,647
Other assets 1,746,540
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Total assets 47,485,217
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EXHIBIT 7
LIABILITIES
Deposits:
In domestic offices 38,715,030
Noninterest-bearing 19,215,749
Interest-bearing 19,499,281
In foreign offices, Edge and Agreement subsidiaries, and IBFs 2,588,908
Noninterest-bearing 436,059
Interest-bearing 2,152,849
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 444,523
Securities sold under agreements to repurchase 142,726
Trading liabilities 145,304
Other borrowed money 166,558
Bank's liability on acceptances executed and outstanding 55,915
Subordinated notes and debentures 100,000
Other liabilities 1,045,919
Total liabilities 43,404,883
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Minority interest in consolidated subsidiaries 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 604,577
Surplus 1,388,239
Retained earnings 2,132,201
Accumulated other comprehensive income (44,683)
Other equity capital components
0
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Total equity capital 4,080,334
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Total liabilities, minority interest, and equity capital 47,485,217
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