EX-25.1 8 v97933orexv25w1.txt EXHIBIT 25.1 ================================================================================ 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) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) NOT APPLICABLE 94-1347393 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) 420 MONTGOMERY STREET SAN FRANCISCO, CA 94163 (Address of principal executive offices) (Zip code) WELLS FARGO & COMPANY LAW DEPARTMENT, TRUST SECTION MAC N9305-172 SIXTH AND MARQUETTE, 17TH FLOOR MINNEAPOLIS, MN 55479 (agent for services) ----------------------------- SEMINIS VEGETABLE SEEDS, INC. (Exact name of obligor as specified in its charter) DELAWARE 95-2252858 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2700 CAMINO DEL SOL 93030 OXNARD, CALIFORNIA (Address of principal executive offices) (Zip code) ----------------------------- 10.25% SENIOR SUBORDINATED NOTES DUE 2013 (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, Treasury Department Washington, D.C. 20230 Federal Deposit Insurance Corporation Washington, D.C. 20429 Federal Reserve Bank of San Francisco San Francisco, CA 94120 (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 exhibits attached hereto. Exhibit 1. A copy of the Articles of Association of the trustee now in effect. * Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001. * Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. * Exhibit 4. Copy of By-laws of the trustee as now in effect. * Exhibit 5. Not applicable. Exhibit 6. The consents of United States institutional trustees required by Section 321(b) of the Act. Exhibit 7. Attached is 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. * Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, 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 Los Angeles and State of California on the day of 21ST of April, 2004. WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Jeanie Mar -------------------------------------- Name: Jeanie Mar Title: Vice President EXHIBIT 6 April 21, 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 thereof. Very truly yours, WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Jeanie Mar -------------------------------------- Jeanie Mar Vice President EXHIBIT 7 Consolidated Report of Condition of Wells Fargo Bank National Association of 420 Montgomery Street, San Francisco, CA 94163 And Foreign and Domestic Subsidiaries, at the close of business December 31, 2003, filed in accordance with 12 U.S.C. Section 161 for National Banks.
Dollar Amounts In Millions ----------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 11,411 Interest-bearing balances 3,845 Securities: Held-to-maturity securities 0 Available-for-sale securities 17,052 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 516 Securities purchased under agreements to resell 109 Loans and lease financing receivables: Loans and leases held for sale 14,571 Loans and leases, net of unearned income 172,511 LESS: Allowance for loan and lease losses 1,554 Loans and leases, net of unearned income and allowance 170,957 Trading Assets 6,255 Premises and fixed assets (including capitalized leases) 2,067 Other real estate owned 144 Investments in unconsolidated subsidiaries and associated companies 306 Customers' liability to this bank on acceptances outstanding 68 Intangible assets Goodwill 6,814 Other intangible assets 7,501 Other assets 8,858 -------- Total assets $250,474 ======== LIABILITIES Deposits: In domestic offices $157,695 Noninterest-bearing 44,315 Interest-bearing 113,380 In foreign offices, Edge and Agreement subsidiaries, and IBFs 16,249 Noninterest-bearing 6 Interest-bearing 16,243 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 14,685 Securities sold under agreements to repurchase 1,613
Dollar Amounts In Millions -------------- Trading liabilities 4,277 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 18,212 Bank's liability on acceptances executed and outstanding 68 Subordinated notes and debentures 6,742 Other liabilities 7,358 -------- Total liabilities $226,899 Minority interest in consolidated subsidiaries 60 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 520 Surplus (exclude all surplus related to preferred stock) 17,709 Retained earnings 4,920 Accumulated other comprehensive income 366 Other equity capital components 0 -------- Total equity capital 23,515 -------- Total liabilities, minority interest, and equity capital $250,474 ========
I, James E. Hanson, 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. James E. Hanson 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. Carrie L. Tolstedt Howard Atkins Directors John Stumpf