EX-25.1
Statement of Eligibility - Series B 12% Senior
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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UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I. R. S. Employer
if not a U. S. national bank) Identification No.)
114 West 47th Street 10036
New York, New York (Zip Code)
(Address of principal
executive offices)
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Brill Media Company LLC
(Exact name of obligor as specified in its charter)
Virginia 52-2071822
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Brill Media Management, Inc
(Exact name of obligor as specified in its charter)
Virginia 54-1877458
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
c/o Brill Media Company 47732
P. O. Box 3353 (Zip code)
Evansville, IN
(Address of principal executive offices)
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BMC Holdings, LLC
(Exact name of registrant as specified in its charter)
Viriginia 52-2071824
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Brill Newspapers, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1170289
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Brill Radio, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1148743
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Cadillac Newspapers, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1170305
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Central Michigan Distribution Co., Inc.
(Exact name of registrant as specified in its charter)
Virginia 38-2438162
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Central Michigan Distribution Co., LP
(Exact name of registrant as specified in its charter)
Virginia 62-1356763
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Central Michigan Newspapers, Inc.
(Exact name of registrant as specified in its charter)
Viriginia 54-1170307
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Central Missouri Broadcasting, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1163979
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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CMB II, Inc.
(Exact name of registrant as specified in its charter)
Virginia 43-1671356
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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CMN Associated Publiciations, Inc.
(Exact name of registrant as specified in its charter)
Virginia 38-2438130
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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CMN Holding, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1170293
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Gladwin Newspapers, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1170304
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Graph Ads Printing, Inc.
(Exact name of registrant as specified in its charter)
Viriginia 38-2438126
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Huron Holdings, LLC
(Exact name of registrant as specified in its charter)
Virginia 54-1867829
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Huron Newspapers, LLC
(Exact name of registrant as specified in its charter)
Virginia 38-3372402
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Huron P.S., LLC
(Exact name of registrant as specified in its charter)
Virginia 38-3372410
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Midland Buyers Guide, Inc.
(Exact name of registrant as specified in its charter)
Virginia 38-2438164
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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NB II, Inc.
(Exact name of registrant as specified in its charter)
Virginia 41-1803205
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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NCH II, LLC
(Exact name of registrant as specified in its charter)
Viriginia 54-1851918
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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NCR II. Inc.
(Exact name of registrant as specified in its charter)
Virginia 84-1347311
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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NCR III, LLC
(Exact name of registrant as specified in its charter)
Virginia 54-1851920
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Northern Colorado Holdings, LLC
(Exact name of registrant as specified in its charter)
Virginia 54-1862076
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Northern Colorado Radio, Inc.
(Exact name of registrant as specified in its charter)
Virginia 84-1091274
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Northland Broadcasting, LLC
(Exact name of registrant as specified in its charter)
Virginia 41-1862832
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Northland Holdings, LLC
(Exact name of registrant as specified in its charter)
Viriginia 54-1838750
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Reading Radio, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1163978
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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St. Johns Newspapers, Inc.
(Exact name of registrant as specified in its charter)
Virginia 38-3299223
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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Tri-State Broadcasting, Inc.
(Exact name of registrant as specified in its charter)
Virginia 35-1888093
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
c/o Brill Media Company 47732
P. O. Box 3353 (Zip code)
Evansville, IN
(Address of principal executive offices)
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12% Series B Senior Notes due 2007
Series B Appreciation Notes due 2007
(Titles of the indenture securities)
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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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System).
Federal Deposit Insurance Corporation, Washington, D. C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3,4,5,6,7,8,9,10,11,12,13,14 and 15.
The obligors and the registrants are currently not in default under any of
its outstanding securities for which United States Trust Company of New
York is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10,
11, 12, 13, 14 and 15 of Form T-1 are not required under General
Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
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16. List of Exhibits
(cont'd)
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of January 12, 1998, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U. S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility, as to matters
peculiarly within the knowledge of the obligor or its directors, the
trustee has relied upon information furnished to it by the obligor and
will rely on information to be furnished by the obligor and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
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Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company 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, 1998.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ Patricia Stermer
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Patricia Stermer
Assistant Vice President
RFL/pg
(rev:PST010998)
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
/s/Gerard F. Ganey
----------------------
By: Gerard F. Ganey
Senior Vice President
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 1997
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 116,582
Short-Term Investments 183,652
Securities, Available for Sale 691,965
Loans 1,669,611
Less: Allowance for Credit Losses 16,067
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Net Loans 1,653,544
Premises and Equipment 61,796
Other Assets 125,121
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Total Assets $2,832,660
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LIABILITIES
Deposits:
Non-Interest Bearing $ 541,619
Interest Bearing 1,617,028
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Total Deposits 2,158,647
Short-Term Credit Facilities 365,235
Accounts Payable and Accrued Liabilities 141,793
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Total Liabilities $2,665,675
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STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 49,542
Retained Earnings 99,601
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes 2,847
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Total Stockholder's Equity 166,985
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Total Liabilities and
Stockholder's Equity $2,832,660
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I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
November 13, 1997