EX-25.1 5 a06-8223_1ex25d1.htm STATEMENT OF ELIGIBILITY OF TRUSTEE

Exhibit 25.1

 

 

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)  ý

 


 

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

95-4655078

(State of incorporation
if not a national bank)

 

(I.R.S. employer
identification No.)

 

 

 

1999 Avenue of the Stars – Floor 26
Los Angeles, CA

 

90067

(Address of principal executive offices)

 

(Zip Code)

 

Christopher C. Holly, Esq.

Vice President and Assistant General Counsel

227 West Monroe Street, Suite 2600

Chicago, Illinois 60606

Tel:  (312) 267-5063

(Name, address and telephone number of agent for service)

 


 

YUM! BRANDS, INC.

(Exact name of obligor as specified in its charter)

 

North Carolina

 

13-3951308

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification No.)

 

 

 

1441 Gardiner Lane
Louisville, Kentucky

 

40213

(Address of principal executive offices)

 

(Zip Code)

 

Debt Securities

(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.

 

 

 

 

 

 

 

 

 

Comptroller of the Currency, 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.

 

Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13, and the Trustee is not a foreign trustee as provided under Item 15.

 

Item 16.

 

List of Exhibits.

 

 

 

 

 

List below all exhibits filed as part of this statement of eligibility.

 

 

 

 

Exhibit 1.

Articles of Association of the Trustee as Now in Effect

 

 

 

 

 

Exhibit 2.

Certificate of Authority of the Trustee to Commence Business

 

 

 

 

 

Exhibit 3.

Authorization of the Trustee to Exercise Corporate Trust Powers

 

 

 

 

 

Exhibit 4.

Existing By-Laws of the Trustee

 

 

 

 

 

Exhibit 5.

Not Applicable

 

 

 

 

 

Exhibit 6.

The consent of the Trustee required by Section 321 (b) of the Act

 

 

 

 

 

Exhibit 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

 

 

 

 

 

Exhibit 8.

Not Applicable

 

 

 

 

 

Exhibit 9.

Not Applicable

 

Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Statement of Eligibility on Form T-1 of J.P. Morgan Trust Company, National Association, filed on Form 305(b)(2), filed with the Securities and Exchange Commission on December 8, 2005 (Registration No. 333-103974; filed in connection with the Indenture (for Debt Securities) of Florida Power Corporation d/b/a Progress Energy Florida, Inc.).

 

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SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, J. P. Morgan Trust Company, National Association, 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 State of Illinois, on the 5th day of April, 2006.

 

 

J. P. Morgan Trust Company, National Association

 

 

 

 

 

By

/s/ Janice Ott Rotunno

 

 

 

Janice Ott Rotunno

 

 

 

Vice President

 

 

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EXHIBIT 6

 

The consent of the Trustee required by Section 321 (b) of the Act

 

 

April 5, 2006

 

Securities and Exchange Commission

Washington, D.C. 20549

 

Ladies and Gentlemen:

 

In connection with the qualification of an indenture between YUM! Brands, Inc. and J.P. Morgan Trust Company, National Association, 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, State, Territorial, or District 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,

 

 

 

J. P. Morgan Trust Company, National Association

 

 

 

 

 

 

By:

/s/ Janice Ott Rotunno

 

 

 

 

 

 

 

 

Name: Janice Ott Rotunno

 

 

Title: Vice President

 

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EXHIBIT 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

 

31-Dec-05

 

 

 

($000)

 

Assets

 

 

 

Cash and Due From Banks

 

25,733

 

Securities

 

215,596

 

Loans and Leases

 

135,923

 

Premises and Fixed Assets

 

6,802

 

Intangible Assets

 

349,515

 

Goodwill

 

202,094

 

Other Assets

 

47,157

 

Total Assets

 

982,820

 

 

 

 

 

Liabilities

 

 

 

Deposits

 

96,108

 

Other Liabilities

 

54,523

 

Total Liabilities

 

150,631

 

 

 

 

 

Equity Capital

 

 

 

Common Stock

 

600

 

Surplus

 

701,587

 

Retained Earnings

 

130,002

 

Total Equity Capital

 

832,189

 

Total Liabilities and Equity Capital

 

982,820

 

 

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