EXHIBIT 25.1
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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)
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
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MICHAEL FOODS, INC.
(Exact name of obligor as specified in its charter)
Delaware 41-0498850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 Carlson Parkway, Suite 400
Minnetonka, Minnesota 55305
(Address of principal executive offices) (Zip code)
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8% Senior Subordinated Notes due 2013
(Title of the indenture securities)
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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 the Currency
Treasury Department
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 Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Wells Fargo Bank incorporates by reference into
this Form T-1 the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.***
Exhibit 2. a. A copy of the certificate of authority of the
trustee to commence business issued June 28, 1872,
by the Comptroller of the Currency to The
Northwestern National Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller of the
Currency dated January 2, 1934, approving the
consolidation of The Northwestern National Bank of
Minneapolis and The Minnesota Loan and Trust
Company of Minneapolis, with the surviving entity
being titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting Comptroller
of the Currency dated January 12, 1943, as to
change of corporate title of Northwestern National
Bank and Trust Company of Minneapolis to
Northwestern National Bank of Minneapolis.*
d. A copy of the letter dated May 12, 1983 from the
Regional Counsel, Comptroller of the Currency,
acknowledging receipt of notice of name change
effective May 1, 1983 from Northwestern National
Bank of Minneapolis to Norwest Bank Minneapolis,
National Association.*
e. A copy of the letter dated January 4, 1988 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of
consolidation and merger effective January 1, 1988
of Norwest Bank Minneapolis, National Association
with various other banks under the title of
"Norwest Bank Minnesota, National Association."*
f. A copy of the letter dated July 10, 2000 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of
consolidation effective July 8, 2000 of Norwest
Bank Minnesota, National Association with various
other banks under the title of "Wells Fargo Bank
Minnesota, National Association."****
Exhibit 3. A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.
Exhibit 7. Consolidated Report of Condition attached.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25.1(b) filed with
registration statement number 333-74872.
*** Incorporated by reference to exhibit T3G filed with registration
statement number 022-22473.
**** Incorporated by reference to exhibit number 2f to the trustee's
Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K
dated September 8, 2000 of NRG Energy Inc. file number 001-15891.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank Minnesota, National Association, 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
Minneapolis and State of Minnesota on the 11th day of February 2004.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Assistant Vice President
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EXHIBIT 6
February 11, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Assistant Vice President
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EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank Minnesota, National Association
of Sixth Street and Marquette Avenue, Minneapolis, MN 55479
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2003,
filed in accordance with 12 U.S.C.(S)161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 1,736
Interest-bearing balances 2
Securities:
Held-to-maturity securities 0
Available-for-sale securities 1,659
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 7,165
Securities purchased under agreements to resell 30
Loans and lease financing receivables:
Loans and leases held for sale 19,457
Loans and leases, net of unearned income 19,967
LESS: Allowance for loan and lease losses 283
Loans and leases, net of unearned income and allowance 19,684
Trading Assets 153
Premises and fixed assets (including capitalized leases) 183
Other real estate owned 11
Investments in unconsolidated subsidiaries and associated companies 0
Customers' liability to this bank on acceptances outstanding 30
Intangible assets
Goodwill 291
Other intangible assets 10
Other assets 1,509
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Total assets $51,920
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LIABILITIES
Deposits:
In domestic offices $34,250
Noninterest-bearing 21,468
Interest-bearing 12,782
In foreign offices, Edge and Agreement subsidiaries, and IBFs 5,458
Noninterest-bearing 0
Interest-bearing 5,458
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 1,440
Securities sold under agreements to repurchase 1,303
Dollar Amounts
In Millions
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Trading liabilities 2
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 4,769
Bank's liability on acceptances executed and outstanding 30
Subordinated notes and debentures 0
Other liabilities 951
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Total liabilities $48,203
Minority interest in consolidated subsidiaries 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 100
Surplus (exclude all surplus related to preferred stock) 2,134
Retained earnings 1,421
Accumulated other comprehensive income 62
Other equity capital components 0
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Total equity capital 3,717
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Total liabilities, minority interest, and equity capital $51,920
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I, Karen B. Martin, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
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Karen B. Martin
Vice President
We, the undersigned directors, attest to the correctness of this Report of
Condition and 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
issued by the appropriate Federal regulatory authority and is true and correct.
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Jon R. Campbell
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Marilyn A. Dahl Directors
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Gerald B. Stenson
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