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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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)
NATIONAL CITY BANK
(Exact name of Trustee as specified in its charter)
34-0420310
(I.R.S. Employer Identification No.)
1900 East Ninth Street
Cleveland, Ohio 44114
(Address of principal executive (zip code)
offices)
David L. Zoeller
Senior Vice President and General Counsel
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(216) 575-9313
(Name, address and telephone number of agent for service)
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SUN MEDIA CORPORATION
AND THE GUARANTORS LISTED ON THE TABLE OF ADDITIONAL OBLIGORS
(Exact name of obligor as specified in its charter)
CANADA 98-0336794
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 King Street East
Toronto, Ontario M5A 3X5
(Address of principal executive offices) (Zip Code)
7.625 % Senior Notes and
Guarantees of 7.625 % Senior Notes
(Title of the Indenture securities)
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TABLE OF ADDITIONAL OBLIGORS
The following subsidiaries of Sun Media Corporation have fully and
unconditionally guaranteed the 7.625% Senior Notes due 2013 of Sun Media
Corporation and are additional obligors.
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EXACT NAME OF ADDITIONAL OBLIGOR AS SPECIFIED IN STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER
ITS CHARTER* INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER
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Bowes Publishers Limited Province of British Columbia 98-033996
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Sun Media (Toronto) Corporation Province of British Columbia 98-0341895
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SMC Nomineeco Inc. Province of Ontario Not applicable
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Toronto Sun International, Inc. Delaware 65-0785241
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TS Printing, Inc. Delaware 52-1583766
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Florida Sun Publications, Inc. Delaware 65-0133064
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3661458 Canada Inc. Canada Not applicable
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3351611 Canada Inc. Canada Not applicable
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* The address of the principal executive offices of each additional obligor is
the same address as the principal executive offices of Sun Media Corporation.
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GENERAL
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.
The Federal Reserve Bank of Cleveland, Cleveland,
Ohio Federal Deposit Insurance Corporation,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
National City Bank is authorized to exercise corporate trust
powers.
2. Affiliations with obligor. If the obligor is an affiliate of the
trustee, describe such affiliation.
NONE
16. List of exhibits
(1) A copy of the Articles of Association of the Trustee.
Incorporated herein by reference is Charter No. 786 Merger No.
1043 the Articles of Association of National City Bank, which Articles
of Association were included as a part of Exhibit 1 to Form T-1 filing
made by said National City Bank with the Securities and Exchange
Commission in November 1973 (File No. 2-49786).
Incorporated herein by reference is an amendment to the
Articles of Association of National City Bank, which amendment
was included as a part of Exhibit 1 to Form T-1 filing made by
said National City Bank with the Securities and Exchange
Commission in April 1996 (File No. 333-02761)
(2) A copy of the certificate of authority of the Trustee to
commence business:
(a) a copy of the certificate of NCB National Bank to
commence business.
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Incorporated herein by reference is a true and correct copy of
the certificate issued by the Comptroller of the Currency
under date of April 26, 1973, whereby NCB National Bank was
authorized to commence the business of banking as a National
banking Association, which true copy of said Certificate was
included as Exhibit 2(a) to Form T-1 filing made by said
National City Bank with the Securities and Exchange Commission
in November 1973 (File 2-49786)
(b) a copy of the approval of the merger of The National City
Bank of Cleveland into NCB National Bank under the charter of
NCB National Bank and under the title "National City Bank."
Incorporated herein by reference is a true and correct copy of
the certificate issued by the Comptroller of the Currency
under date of April 27, 1973, whereby the National City Bank
of Cleveland was merged into NCB National Bank, which true
copy of said certificate was included as Exhibit 2(b) to Form
T-1 filing made by said National City Bank with the Securities
and Exchange Commission in November 1973 (File 2-49786).
(3) A copy of the authorization of the Trustee to exercise
corporate trust powers.
Incorporated herein by reference is a true and correct copy of
the certificate dated April 13, 1973 issued by the Comptroller
of the Currency whereby said National City Bank has been
granted the right to exercise certain trust powers, which true
copy of said certificate was included as Exhibit 3 to Form T-1
filing made by said National City Bank with the Securities and
Exchange Commission in November 1973 (File 2-49786).
(4) A copy of existing By-Laws of the Trustee.
Incorporated herein by reference is a true and correct copy of
the National City Bank By-Laws as amended through January 1,
1993. This true copy of said By-Laws was included as Exhibit 4
to Form T-1 filing made by National City Bank with the
Securities and Exchange Commission in March, 1995 (File
22-26594).
(5) Not applicable.
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(6) Consent of the United States Institutional Trustee required by
Section 321(b) of the Act.
Attached hereto as Exhibit 6 is the Consent of the Trustee in
accordance with Section 321 (b) of the Trust Indenture Act of
1939 as amended.
(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 hereto as Exhibit 7 is the latest report of condition
of National City Bank.
(8) Not applicable.
(9) Not applicable.
NOTES
IN ANSWERING ANY ITEM OF THIS STATEMENT OF ELIGIBILITY AND
QUALIFICATION WHICH RELATES TO MATTERS PECULIARLY WITH THE KNOWLEDGE OF THE
OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR,
THE TRUSTEE HAS RELIED UPON THE INFORMATION FURNISHED TO IT BY THE OBLIGOR AND
THE UNDERWRITERS, AND THE TRUSTEE DISCLAIMS RESPONSIBILITY FOR THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION.
THE ANSWER FURNISHED TO ITEM 2. OF THIS STATEMENT WILL BE AMENDED, IF
NECESSARY, TO REFLECT ANY FACTS WHICH DIFFER FROM THOSE STATED AND WHICH WOULD
HAVE BEEN REQUIRED TO BE STATED IF KNOWN AT THE DATE HEREOF.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, National City Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on
the 13th day of March, 2003.
NATIONAL CITY BANK
By: /s/ James E. Schultz
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James E. Schultz
Vice President
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CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, and to the extent required thereby to enable it to act as
an indenture trustee, National City Bank hereby consents as of the date
hereof that reports of examinations of it by the Treasury Department, the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
Banks, the Federal Deposit Insurance Corporation or of any other Federal or
State authority having the right to examine National City Bank, may be
furnished by similar authorities to the Securities and Exchange Commission
upon request thereon.
NATIONAL CITY BANK
By /s/ James E. Schultz
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James E. Schultz
Vice President
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REPORT OF CONDITION
NATIONAL CITY BANK
(Including Domestic and Foreign Subsidiaries)
In the State of Ohio, at the close of business on June 30, 2002
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ASSETS
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(IN THOUSANDS)
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin......................................... $1,642,633
Interest-bearing balances.................................................................. 850
Securities:
Held-to-maturity securities................................................................ 0
Available-for-sale securities.............................................................. 3,793,709
Federal funds sold and securities purchased under agreements to
resell...................................... 590,870
Federal funds sold in domestic offices
Securities purchased under agreements to resell.................................. 106,515
Loans and lease financing receivables:
Loans and leases held for sale............................................................. 371,401
Loans and leases, net of unearned income.................................. $33,554,861
Less: Allowance for loan and lease losses................................ 537,134
Loans and leases, net of unearned income and allowance.................................... 33,017,727
Assets held in trading accounts................................................................. 299,702
Premises and fixed assets (including capitalized leases)........................................ 416,516
Other real estate owned......................................................................... 7,757
Investments in unconsolidated subsidiaries and associated companies............................. 0
Customers' liability to this bank on acceptances outstanding.................................... 19,802
Intangible assets............................................................................... 108,319
Other assets.................................................................................... 3,345,800
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TOTAL ASSETS.................................................................................. $43,721,511
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LIABILITIES
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Deposits:
In domestic offices........................................................................ $22,281,127
Non-interest bearing................................................. $5,168,329
Interest-bearing..................................................... 17,112,798
In foreign offices, Edge and Agreement subsidiaries, and IBFs............................. 1,502,078
Interest-bearing..................................................... 1,502,078
Federal funds purchased and securities sold under agreements to repurchase :
Federal funds purchased in domestic offices................................................. 688,179
Securities sold under agreements to repurchase.............................................. 1,334,605
Demand notes issued to the U.S. Treasury........................................................ 0
Trading Liabilities............................................................................. 0
Other borrowed money............................................................................ 11,014,950
Bank's liability on acceptances executed and outstanding........................................ 19,802
Subordinated notes and debentures............................................................... 1,366,829
Other liabilities............................................................................... 2,623,140
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TOTAL LIABILITES........................................................................... 40,830,710
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EQUITY CAPITAL
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Common Stock.................................................................................... 7,311
Surplus......................................................................................... 588,618
Retained Earnings............................................................................... 2,349,612
Accumulated other comprehensive income.......................................................... (54,740)
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TOTAL EQUITY CAPITAL....................................................................... 2,890,801
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TOTAL LIABILITES AND EQUITY CAPITAL........................................................ $43,721,511
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