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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)
BANK ONE, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
1 Bank One Plaza, Chicago, Illinois 60670-0120
(Address of principal executive offices) (Zip Code)
Bank One, N.A.
1 Bank One Plaza, Suite IL1-0120, The Law Department
Chicago, Illinois 60670-0120
Attn: Sandra L. Caruba, Senior Counsel, (312) 336-9436
(Name, address and telephone number of agent for service)
PEI HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware 36-4276282
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
SEE TABLE OF ADDITIONAL OBLIGORS
680 North Lake Shore Drive
Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
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11% SENIOR SECURED NOTES DUE 2011
GUARANTEES RELATED TO THE 11% SENIOR SECURED NOTES DUE 2011
(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.
Comptroller of Currency, Washington, D.C., Federal Deposit Insurance
Corporation, Washington, D.C., The Board of Governors of the Federal
Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to commence
business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
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.
8. Not Applicable.
9. Not Applicable.
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Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One, N.A., 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 Chicago and the State of Illinois,
on this 1st day of May, 2003.
BANK ONE, N.A.,
TRUSTEE
By /s/ Sandra L. Caruba
-------------------------------------
Sandra L. Caruba
Senior Counsel
* EXHIBITS 1,2,3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE, N.A., FILED AS EXHIBIT
25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF HOUSEHOLD FINANCE CORPORATION
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000
(REGISTRATION NO. 333-33240).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
May 1, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between PEI
Holdings, Inc., the other Guarantors party thereto and Bank One, N.A., the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
BANK ONE, NATIONAL ASSOCIATION
By /s/ Sandra L. Caruba
--------------------------------------
Sandra L. Caruba
Senior Counsel
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EXHIBIT 7
BANK ONE, NA FFIEC 031
- ----------------------------------------- RC-1
Legal Title of Bank
CHICAGO 11
- -----------------------------------------
City
IL 60670
- -----------------------------------------
State Zip Code
Transmitted to EDS as 0226086 on 02/12/2003 at 02:12:13 CST
FDIC Certificate Number - 03618
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2002
All schedules are to be reported in thousands of dollars. Unless otherwise
Indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
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<Caption>
Dollar Amounts in Thousands RCFD II Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository Institutions (from Schedule RC-A);
a. Noninterest-bearing balances and currency and coin(1) 0061 15,002,000 1.a
b. Interest-bearing balances(2) 0071 1,498,000 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 47,652,000 2.b
3. Federal funds sold and securities purchased under agreements to resell: RCON
a. Federal funds sold in domestic offices B987 10,827,000 3.a
RCFD
b. Securities purchased under agreements to resell(3) B989 6,674,000 3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 3,633,000 4.a
b. Loans and leases, net of unearned income B520 117,893,00 4.b
c. LESS: Allowance for loan and lease losses 3123 3,525,000 4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B629 114,388,000 4.d
5. Trading assets (from Schedule RC-D) 3545 5,334,000 5
6. Premises and fixed assets (including capitalized leases) 2145 1,244,000 6
7. Other real estate owned (from Schedule RC-M) 2160 71,000 7
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 119,000 8
9. Customers' liability to this bank on acceptances outstanding 2155 222,000 9
10. Intangible assets:
a. Goodwill 3163 601,000 10.a
b. Other Intangible assets (from Schedule RC-M) 0428 58,000 10.b
11. Other assets (from Schedule RC-F) 2160 8,234,000 11
12. Total assets (sum of items 1 through 11) 2170 217,537,000 12
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
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BANK ONE, NA FFIEC 031
- ----------------------------------------- RC-2
Legal Title of Bank
Transmitted to EDS as 0226086 on 02/12/2003 at 02:12:13 CST 12
FDIC Certificate Number - 03618
SCHEDULE RC--CONTINUED
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<Caption>
Dollar Amounts in Thousands Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON
part 1) 2200 123,677,000 13.a
(1) Noninterest-bearing(1) 5531 45,556,000 13.a.1
(2) Interest-bearing 8838 77,821,000 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II) 2200 23,976,000 13.b
(1) Noninterest-bearing 6631 442,000 13.b.1
(2) Interest-bearing 8838 23,534,000 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase: RCON
a. Federal funds purchased in domestic offices(2) B993 5,797,000 14.a
RCFD
b. Securities sold under agreements to repurchase(3) B986 4,289,000 14.b
15. Trading liabilities (from Schedule RC-D) 3548 4,092,000 15
16. Other borrowed money (includes mortgage Indebtedness and obligations
under capitalized leases) (from Schedule RC-M) 3190 26,505,000 16
17. Not applicable
18 Bank's liability on acceptances executed and outstanding 2820 222,000 18
19. Subordinated notes and debentures(4) 3200 5,037,000 19
20. Other liabilities (from Schedule RC-G) 2930 6,295,000 20
21. Total liabilities (sum of Items 13 through 20) 2948 199,890,000 21
22. Minority Interest in consolidated subsidiaries 3000 106,000 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common Stock 3230 201,000 24
25. Surplus (exclude all surplus related to preferred stock) 3830 9,173,000 25
26. a. Retained earnings 3632 6,069,000 26.a
b. Accumulated other comprehensive income(5) 8330 95,000 26.b
27. Other equity capital components(6) A130 0 27
28. Total equity capital (sum of Items 23 through 27) 3210 17,541,000 28
29. Total liabilities, minority interest, and equity capital (sum of Items 21, 22, and 28) 3300 217,637,000 29
</Table>
Memorandum
To be reported only with the March Report of Condition.
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<Caption>
RCFD Number
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank
by Independent external auditors as of any date during 2001 8724 N/A M.1
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1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Attestation on bank management's assertion on the effectiveness of the
bank's Internal control over financial reporting by a certified public
accounting firm
4 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, Item
16, "other borrowed money."
(3) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
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TABLE OF ADDITIONAL OBLIGORS
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<Caption>
State of Incorporation or
Name of Additional Obligor* Formation I.R.S. Employer Identification Number
- ---------------------------------------------------------------------------------------------------------------
Playboy Enterprises, Inc. Delaware 36-4249478
Spice Entertainment, Inc. Delaware 11-2917462
CPV Productions, Inc. Delaware 95-4481959
Cyberspice, Inc. Delaware 13-3792864
MH Pictures, Inc. California 95-4408483
Planet Spice, Inc. Delaware 36-4473316
Spice Direct, Inc. Delaware 13-3697513
Spice International, Inc. Delaware 13-3688041
Spice Networks, Inc. New York 13-3426694
Spice Productions, Inc. Nevada 13-3876038
Playboy Enterprises International, Inc. Delaware 36-2258830
Alta Loma Entertainment, Inc. Delaware 95-4883621
Itasca Holdings, Inc. Illinois 36-3529184
Planet Playboy, Inc. Delaware 36-4358154
Playboy Gaming Nevada, Inc. Nevada 36-4248894
Playboy Japan, Inc. Delaware 36-4282316
Playboy Gaming International, Ltd. Delaware 36-2719674
Playboy Cruise Gaming, Inc. Delaware 36-4244129
Playboy Gaming UK, Ltd. Delaware 36-4374462
Lifestyle Brands, Ltd. Delaware 36-2719675
Lake Shore Press, Inc. Delaware 36-2689343
Playboy Clubs International, Inc. Delaware 36-2477567
Playboy preferred, Inc. Illinois 36-2601526
Playboy of Sussex, Inc. Delaware 36-2659186
Playboy of Lyons, Inc. Wisconsin 36-2584408
Playboy Club of Hollywood, Inc. Delaware 95-2310857
Playboy Club of New York, Inc. New York 13-1935032
Special Editions, Ltd. Delaware 36-3039034
Telecom International, Inc. Florida 36-3973180
Spice Platinum Entertainment, Inc. Delaware 95-4873888
Spice Hot Entertainment, Inc. Delaware 95-4873886
Playboy Models, Inc. Illinois 36-2533870
Playboy, Properties, Inc. Delaware 36-2558603
Playboy Shows, Inc. Delaware 36-2662679
Steelton, Inc. Delaware 36-2655856
Playboy Entertainment Group, Inc. Delaware 36-3687870
AdulTVision Communications, Inc. Delaware 95-4532434
After Dark Video, Inc. Delaware 36-2587791
Alta Loma Distribution, Inc. Delaware 36-2692124
AL Entertainment, Inc. California 95-4682466
Impulse Productions, Inc. Delaware 36-3277482
Indigo Entertainment, Inc. Illinois 95-4450165
Mystique Films, Inc. California 95-4535259
Precious Films, Inc. California 36-3989206
Women Productions, Inc. California 95-4551605
Playboy TV International, LLC Delaware 65-0952345
Claridge Organization, LLC Delaware N/A
Chelsea Court Holdings, LLC Delaware N/A
Candlelight Management, LLC Delaware N/A
</Table>
* Addresses of principal executive offices are the same as that of PEI
Holdings, Inc.