Conformed Copy
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
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CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
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MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Charles E. Bauer
Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-1792
(Name, address and telephone number of agent for service)
JITNEY-JUNGLE STORES OF AMERICA, INC.
(Exact name of obligor as specified in its charter)
Mississippi 64-0280539
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1770 Ellis Avenue, Suite 200
Jackson, Mississippi 39204
(601) 965-8600 (Zip Code)
(Address of principal executive offices)
10_%SENIOR SUBORDINATED NOTES DUE 2007
(Title of Indenture Securities)
General
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(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
Item 16. LIST OF EXHIBITS.
EXHIBIT
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T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York Banking
Department dated December 31, 1993 as to the
authority of Marine Midland Bank to commence
business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January 20, 1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank required by
Section 321(b) of the Trust Indenture Act of
1939.
T1A(vii) - Copy of the latest report of condition of the
trustee (June 30, 1997), published pursuant
to law or the requirement of its supervisory
or examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized 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 16th day of October, 1997.
MARINE MIDLAND BANK
By: /s/ Frank J. Godino
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Frank J. Godino
Assistant Vice President
EXHIBIT T1A (vii)
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 1999
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1 This financial information has not /1/
been reviewed, or confirmed for accuracy
or relevance, by the Federal Reserve System. Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS JUNE 30, 1997
This report is required by law; 12 U.S.C. Section 324 This report form is to be filed by banks with branches
(State member banks); 12 U.S.C. Section 1817 (State and consolidated subsidiaries in U.S. territories and
nonmember banks); and 12 U.S.C. Section 161 (National possessions, Edge or Agreement subsidiaries, foreign
banks). branches, consoli-dated foreign subsidiaries, or
International Banking Facilities.
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NOTE: The Reports of Condition and Income must be signed The Reports of Condition and Income are to be prepared in
by an authorized officer and the Report of Condition must accordance with Federal regulatory authority
be attested to by not less than two directors (trustees) instructions. NOTE: These instructions may in some cases
for State nonmember banks and three directors for State differ from generally accepted accounting principles.
member and National Banks.
We, the undersigned directors (trustees), attest to the
I, Gerald A. Ronning, Executive VP & Controller correctness of this Report of Condition (including the
--------------------------------------------- supporting schedules) and declare that it has been
Name and Title of Officer Authorized to Sign Report examined by us and to the best of our knowledge and
belief has been prepared in conformance with the
of the named bank do hereby declare that these Reports of instructions issued by the appropriate Federal regulatory
Condition and Income (including the supporting schedules) authority and is true and correct.
have been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority /s/ James H. Cleave
and are true to the best of my knowledge and believe. -------------------------------------
Director (Trustee)
/s/ Gerald A. Ronning
------------------------------------------- /s/ Bernard J. Kennedy
Signature of Officer Authorized to Sign Report -------------------------------------
Director (Trustee)
7/25/97
- ----------------------------------------------- /s/ Malcolm Burnett
Date of Signature -------------------------------------
Director (Trustee)
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FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANK: Return the original and one copy to
the appropriate Federal Reserve District Bank. NATIONAL BANKS: Return the original only in the SPECIAL
RETURN ADDRESS ENVELOPE PROVIDED. If express mail is
STATE NONMEMBER BANKS: Return the original only in the used in lieu of the special return address envelope,
SPECIAL RETURN ADDRESS ENVELOPE PROVIDED. If express return the original only to the FDIC, c/o Quality Data
mail is used in lieu of the special return address Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114.
envelope, return the original only to the FDIC, c/o
Quality Data Systems, 2127 Espey Court, Suite 204,
Crofton, MD 21114.
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FDIC Certificate Number / 0 / 0 / 5 / 8 / 9 /
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(RCRI 9030)
NOTICE
This form is intended to assist institutions with state publication
requirements. It has not been approved by any state banking authorities. Refer
to your appropriate state banking authorities for your state publication
requirements.
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business June 30, 1997
ASSETS
Thousands of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin.................................... $1,044,050
Interest-bearing balances ........................... 2,065,434
Held-to-maturity securities.......................... 0
Available-for-sale securities........................ 3,576,879
Federal funds sold and securities purchased
under agreements to resell........................... 3,311,653
Loans and lease financing receivables:
Loans and leases net of unearnedincome............... 20,801,413
LESS: Allowance for loan and lease losses............ 429,338
LESS: Allocated transfer risk reserve................ 0
Loans and lease, net of unearned
income, allowance, and reserve....................... 20,372,075
Trading assets....................................... 982,806
Premises and fixed assets (including
capitalized leases).................................. 221,952
Other real estate owned................................. 8,293
Investments in unconsolidated
subsidiaries and associated companies................... 0
Customers' liability to this bank on
acceptances outstanding................................. 26,490
Intangible assets....................................... 495,034
Other assets............................................ 530,288
Total assets............................................ 32,634,954
LIABILITIES
Deposits:
In domestic offices.................................. 20,705,098
Noninterest-bearing.................................. 4,382,353
Interest-bearing..................................... 16,322,745
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs.................................. 3,458,100
Noninterest-bearing.................................. 0
Interest-bearing..................................... 3,458,100
Federal funds sold and securities purchased
under agreements to resell........................... 3,784,599
Demand notes issued to the U.S. Treasury................ 300,000
Trading Liabilities..................................... 169,194
Other borrowed money:
With a remaining maturity of one year or less........ 878,716
With a remaining maturity of more than
one year through three years......................... 133,670
With a remaining maturity of more than three years... 112,907
Bank's liability on acceptances executed and
outstanding............................................. 26,490
Subordinated notes and debentures....................... 497,648
Other liabilities....................................... 336,900
Total liabilities....................................... 30,403,322
Limited-life preferred stock and related surplus........ 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus........... 0
Common Stock............................................ 205,000
Surplus................................................. 1,983,530
Undivided profits and capital reserves.................. 38,878
Net unrealized holding gains (losses)
on available-for-sale securities........................ 4,224
Cumulative foreign currency translation adjustments..... 0
Total equity capital.................................... 2,231,632
Total liabilities, limited-life
preferred stock, and equity capital..................... 32,634,954