EX-25 7 c55199a1exv25.htm STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF THE TRUSTEE UNDER THE SENIOR SECURED INDENTURE exv25
Exhibit 25
 
 
UNITED STATES
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)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
     
NEW YORK   13-4941247
(Jurisdiction of Incorporation or   (I.R.S. Employer
organization if not a U.S. national bank)   Identification no.)
     
60 WALL STREET    
NEW YORK, NEW YORK   10005
(Address of principal   (Zip Code)
executive offices)    
Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250 – 0677
(Name, address and telephone number of agent for service)
 
RALCORP HOLDINGS, INC.
SUBSIDIARY GUARANTORS LISTED BELOW
(Exact name of obligor as specified in its charter)
     
Missouri   43-1766315
(State or other jurisdiction   (IRS Employer Identification No.)
of incorporation or organization)    
                 
    State or Other    
    Jurisdiction of   I.R.S. Employer
Exact Name of Each Registrant as   Incorporation or   Identification
Specified in its Respective Charter   Organization   Number
Bloomfield Bakers
   CA     33-0495944  
Bremner Food Group, Inc.
   NV     43-1668048  
Community Shops, Inc.
   IL     36-2053598  
Cottage Bakery, Inc.
   CA     94-2192936  
Flavor House Products, Inc.
   DE     36-3142323  
Harvest Manor Farms, LLC
   DE     36-3142323  
Heritage Wafers, LLC
   WI     39-1269190  
Lofthouse Bakery Products, Inc.
   NV     13-4273037  
Lovin Oven, LLC
   CA     14-1844882  
Medallion Foods, Inc.
   AR     71-0641740  
Nutcracker Brands, Inc.
   GA     58-1686770  
Parco Foods, L.L.C.
   DE     36-4052580  
Post Foods, LLC
   DE     43-1766315  
Ralcorp Frozen Bakery Products, Inc.
   DE     61-1337548  
RH Financial Corporation
   NV     43-1790396  
Ripon Foods, Inc.
   WI     39-0571140  
Sugar Kake Cookie Inc.
   DE     91-1959957  
The Bun Basket, Inc.
   MI     38-2368208  
The Carriage House Companies, Inc.
   DE     13-2875580  
     
800 Market Street, Suite 2900
    
St. Louis, Missouri   63101
(Address of principal executive offices)   (Zip Code)
6.625% Notes due 2039
(Title of the 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.
     
Name   Address
Federal Reserve Bank (2nd District)
  New York, NY
Federal Deposit Insurance Corporation
  Washington, D.C.
New York State Banking Department
  Albany, NY
  (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 3. -15. Not Applicable
Item 16. List of Exhibits.
     
Exhibit 1 –
  Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 — Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
 
    
Exhibit 2 –
  Certificate of Authority to commence business — Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
 
    
Exhibit 3 –
  Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
 
    
Exhibit 4 –
  Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business — Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.
 
    
Exhibit 5 –
  Not applicable.
 
    
Exhibit 6 –
  Consent of Bankers Trust Company required by Section 321(b) of the Act. - business — Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
 
    
Exhibit 7 –
  The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2009. Copy attached.
 
    
Exhibit 8 –
  Not Applicable.
 
    
Exhibit 9 –
  Not Applicable.

 

 

SIGNATURE
     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, 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 this 1st day of April, 2010.
         
  DEUTSCHE BANK TRUST COMPANY AMERICAS
 		  
  By:   /s/ CAROL NG    
    CAROL NG   
    VICE PRESIDENT   
 

 

 

Exhibit 7
(IMAGE)
DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-1 JERSEY CITY 13 City NJ 07311-3901 State Zip Code FDIC Certificate Number: 00623 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2009 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 Dollar Amounts in Thousands RCFD Trill | Bil | Mil | Thor ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest- bearing balances and currency and coin (1) 0081 401,000 1.a b. Interest-bearing balances (2) 0071 17,995,000 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 1,073,000 2.b 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices B987 100,000 3.a RCFD b. Securities purchased under agreements to resell (3) B969 2,007,000 3.b 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 5369 0 4.a b. Loans and leases, net of unearned income B528 12,548.000 4.b c. LESS: Allowance for loan and lease losses 3123 154,000 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 12,394,000 4.d 5. Trading assets (from Schedule RC-D) 3545 6,374,000 5 6. Premises and fixed assets (induding capitalized leases) 2145 46,000 6 7. Other real estate owned (from Schedule RC-M) 2150 17,000 7 8. Investments in unconsolidated subsidiaries and associated companies 2130 0 8 9. Direct and indirect investments in real estate ventures 3656 0 9 10. Intangible assets: a. Goodwill 3163 0 10.a b. Other intangible assets (from Schedule RC-M) 0426 59,000 10.b 11. Other assets (from Schedule RC-F) 2160 5,426,000 11 12. Total assets (sum of items 1 through 11) 2170 45,892,000 12 (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.

 

(IMAGE)
DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank Page RC-2 FDIC Certificate Number: 00623 14 Schedule RC-Continued Dollar Amounts in Thousands Tril * Bil * Mil * Thou LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from Schedule RC-E. part I) 2200 4,808,000 13.a (1) Noninterest-bearing (1) 6631 9,867,000 13.a.1 (2) Interest-bearing 6636 4,941,000 13.a.2 b. In Foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, part II) 2200 9,927,000 13.b (1) Noninterest-bearing 6631 4,466,000 13.b.1 (2) Interest-bearing 6636 5,461,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 6,531,000 14.4 RCFD b. Securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 161,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 3190 2,907,000 16 17. and 18. Not applicable 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 2,328,000 20 21. Total liabilities (sum of items 13 through 20) 2943 36,662,000 21 22. Not applicable EQUITY CAPITAL Bank Equity Captal 23. Perpetual preferred stock and related surplus 3838 1,500,000 23 24. Common stock 3230 2,127,000 24 25. Surplus (excludes all surplus related to preferred stock) 3839 587,000 25 26. a. Retained earnings 3632 4,577,000 26.a b. Accumulated other comprehensive income (5) B530 35,000 26.b c. Other equity capital components (6) A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 8,826,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 404,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 9,230,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 45,892,000 29 Memoranda To be reported with the March Report of Condition. 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 2008 RCFD 6724 Number N/A M.1 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 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) 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) 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 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a ceilified public accounting firm. 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON MM / DD 2. Bank's fiscal year-end date 8676 N/A M.2 (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.