EXHIBIT 25
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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) |__|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
O'Charley's Inc.
(Exact name of obligor as specified in its charter)
Tennessee 62-1192475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
AIR TRAVEL SERVICES, INC.
(Exact name of obligor as specified in its charter)
Tennessee 62-1489922
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
DFI, INC.
(Exact name of obligor as specified in its charter)
Tennessee 62-1720174
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
O'CHARLEY'S FINANCE COMPANY, INC.
(Exact name of obligor as specified in its charter)
Tennessee 74-2997021
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
-2-
O'CHARLEY'S MANAGEMENT COMPANY, INC.
(Exact name of obligor as specified in its charter)
Tennessee 62-1720173
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
O'CHARLEY'S RESTAURANT PROPERTIES, LLC
(Exact name of obligor as specified in its charter)
Delaware 62-1720172
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
O'CHARLEY'S SERVICE COMPANY, INC.
(Exact name of obligor as specified in its charter)
Tennessee 62-1795132
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
-3-
O'CHARLEY'S SPORTS BAR, INC.
(Exact name of obligor as specified in its charter)
Alabama 72-1368015
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
101 Southgate Drive
Pelham, Alabama 35124
(Address of principal executive offices) (Zip code)
OCI, INC.
(Exact name of obligor as specified in its charter)
Delaware 51-0367532
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
300 Delaware Avenue, 9th Floor
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip code)
OPI, INC.
(Exact name of obligor as specified in its charter)
Colorado 74-3021441
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
-4-
99 COMMISSARY, LLC
(Exact name of obligor as specified in its charter)
Delaware 48-1289672
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
99 RESTAURANTS, LLC
(Exact name of obligor as specified in its charter)
Delaware 82-0573653
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
99 RESTAURANTS OF BOSTON, LLC
(Exact name of obligor as specified in its charter)
Delaware 82-0573657
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
-5-
99 RESTAURANTS OF MASSACHUSETTS,
A MASSACHUSETTS BUSINESS TRUST
(Exact name of obligor as specified in its charter)
Massachusetts 82-0573656
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
160 Olympia Avenue
Woburn, Massachusetts 01801
(Address of principal executive offices) (Zip code)
99 RESTAURANTS OF VERMONT, LLC
(Exact name of obligor as specified in its charter)
Vermont 82-0573655
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
99 WEST, INC.
(Exact name of obligor as specified in its charter)
Massachusetts 04-2580280
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
160 Olympia Avenue
Woburn, Massachusetts 01801
(Address of principal executive offices) (Zip code)
-6-
STONEY RIVER MANAGEMENT COMPANY, INC.
(Exact name of obligor as specified in its charter)
Delaware 74-2990687
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
STONEY RIVER, LLC
(Exact name of obligor as specified in its charter)
Delaware 30-0141495
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
STONEY RIVER LEGENDARY MANAGEMENT, L.P.
(Exact name of obligor as specified in its charter)
Georgia 36-4370600
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices) (Zip code)
---------------------------
9% Senior Subordinated Notes due 2013
(Title of the indenture securities)
-7-
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
- -------------------------------------- -----------------------------------------
Superintendent of Banks of the State 2 Rector Street, New York, N.Y. 10006,
of New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
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.
-8-
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 12th day of January, 2004.
THE BANK OF NEW YORK
By: /S/ ROBERT A. MASSIMILLO
-------------------------------------
Name: ROBERT A. MASSIMILLO
Title: VICE PRESIDENT
-9-
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2003, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .......... $ 3,688,426
Interest-bearing balances ................................... 4,380,259
Securities:
Held-to-maturity securities ................................. 270,396
Available-for-sale securities ............................... 21,509,356
Federal funds sold in domestic offices ......................... 1,269,945
Securities purchased under agreements to resell ................ 5,320,737
Loans and lease financing receivables:
Loans and leases held for sale .............................. 629,178
Loans and leases, net of unearned income ..........38,241,326
LESS: Allowance for loan and lease losses ............813,502
Loans and leases, net of unearned income and allowance ...... 37,427,824
Trading Assets ................................................. 6,323,529
Premises and fixed assets (including capitalized leases) ....... 938,488
Other real estate owned ........................................ 431
Investments in unconsolidated subsidiaries and
associated companies ........................................ 256,230
Customers' liability to this bank on acceptances
outstanding ................................................. 191,307
Intangible assets
Goodwill .................................................... 2,562,478
Other intangible assets ..................................... 798,536
Other assets ................................................... 6,636,012
-----------
Total assets ................................................... $92,203,132
===========
LIABILITIES
Deposits:
In domestic offices ......................................... $35,637,801
Noninterest-bearing ...............................15,795,823
Interest-bearing ..................................19,841,978
In foreign offices, Edge and Agreement
subsidiaries, and IBFs .................................... 23,759,599
Noninterest-bearing ..................................599,397
Interest-bearing ..................................23,160,202
Federal funds purchased in domestic offices .................... 464,907
Securities sold under agreements to repurchase ................. 693,638
Trading liabilities ............................................ 2,634,445
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) ................................... 11,168,402
Bank's liability on acceptances executed and
outstanding ................................................. 193,690
Subordinated notes and debentures .............................. 2,390,000
Other liabilities .............................................. 6,573,955
-----------
Total liabilities .............................................. $83,516,437
===========
Minority interest in consolidated subsidiaries ................. 519,418
EQUITY CAPITAL
Perpetual preferred stock and related surplus .................. 0
Common stock ................................................... 1,135,284
Surplus ........................................................ 2,057,234
Retained earnings .............................................. 4,892,597
Accumulated other comprehensive income ......................... 82,162
Other equity capital components ................................ 0
-----------
Total equity capital ........................................... 8,167,277
-----------
Total liabilities minority interest and equity capital ......... $92,203,132
===========
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.
Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith Directors