EX-25 6 dex25.htm FORM T-1 OF THE BANK OF NEW YORK AS TRUSTEE Form T-1 of the Bank of New York as Trustee

Exhibit 25

 

 

 

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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) ¨

 

 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York   13-5160382

(State of incorporation

if not a U.S. national bank)

  

(I.R.S. employer

identification no.)

One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 

 

SUSSER HOLDINGS, L.L.C.

(Exact name of obligor as specified in its charter)

 

Delaware   54-2076181

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

SUSSER FINANCE CORPORATION

(Exact name of obligor as specified in its charter)

 

Delaware   56-2546545

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

Applied Petroleum Technologies, Ltd.

(Exact name of obligor as specified in its charter)

 

Texas   74-2739958

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

APT Management Company, LLC

(Exact name of obligor as specified in its charter)

 

Texas   74-2980959

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

C&G Investments, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   25-1912260

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Corpus Christi Reimco, LLC

(Exact name of obligor as specified in its charter)

 

Texas   20-1151408

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

GoPetro Transport LLC

(Exact name of obligor as specified in its charter)

 

Texas   26-1583414

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

-2-

SSP BevCo I LLC

(Exact name of obligor as specified in its charter)

 

Texas   56-2543079

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

SSP BevCo II LLC

(Exact name of obligor as specified in its charter)

 

Texas   56-2543080

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

SSP Beverage LLC

(Exact name of obligor as specified in its charter)

 

Texas   74-2743667

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Stripes Acquisition LLC

(Exact name of obligor as specified in its charter)

 

Texas   26-1281022

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Stripes Holdings LLC

(Exact name of obligor as specified in its charter)

 

Delaware   42-1686837

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

-3-

Stripes LLC

(Exact name of obligor as specified in its charter)

 

Texas   74-2737572

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Susser Financial Services LLC

(Exact name of obligor as specified in its charter)

 

Texas   26-1159894

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Susser Holdings Corporation

(Exact name of obligor as specified in its charter)

 

Delaware   01-0864257

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Susser Petroleum Company LLC

(Exact name of obligor as specified in its charter)

 

Texas   74-2908184

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

T&C Wholesale, Inc.

(Exact name of obligor as specified in its charter)

 

Texas   20-5544966

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

-4-

TCFS Holdings, Inc.

(Exact name of obligor as specified in its charter)

 

Texas   75-2825081

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

TND Beverage, LLC

(Exact name of obligor as specified in its charter)

 

Texas   76-0211920

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Town & Country Food Stores, Inc.

(Exact name of obligor as specified in its charter)

 

Texas   75-1216750

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

4525 Ayers Street

Corpus Christi, Texas

   78415
(Address of principal executive offices)   (Zip code)

 

 

10 5/8% Senior Notes due 2013

(Title of the indenture securities)

 

 

 

 

-5-

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

Superintendent of Banks of the State of New York

  

One State Street, New York, N.Y.

10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York

   33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation

   Washington, D.C. 20429

New York Clearing House Association

   New York, New York 10005

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

2. Affiliations with Obligor.

 

     If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

 

16. List of Exhibits.

 

     Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

 

  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

 

-6-

  6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

-7-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank 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 26th day of June, 2008.

 

THE BANK OF NEW YORK
By:  

/S/ BEATA HRYNIEWICKA

  Name:   BEATA HRYNIEWICKA
  Title:   ASSISTANT VICE PRESIDENT

 

-8-

EXHIBIT 7

 

 

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

     Dollar Amounts
In Thousands

ASSETS

   

Cash and balances due from depository institutions:

   

Noninterest-bearing balances and currency
and coin

    4,545,000

Interest-bearing balances

    29,795,000

Securities:

   

Held-to-maturity securities

    1,739,000

Available-for-sale securities

    24,149,000

Federal funds sold and securities purchased
under agreements to resell:

   

Federal funds sold in domestic offices

    14,850,000

Securities purchased under agreements to
resell

    0

Loans and lease financing receivables:

   

Loans and leases held for sale

    0

Loans and leases, net of unearned income

    34,834,000

LESS: Allowance for loan and lease losses

    237,000

Loans and leases, net of unearned
income and allowance

    34,597,000

Trading assets

    5,456,000

Premises and fixed assets (including
capitalized leases)

    908,000

Other real estate owned

    4,000

Investments in unconsolidated subsidiaries
and associated companies

    781,000

Not applicable

   

Intangible assets:

   

Goodwill

    2,445,000

Other intangible assets

    987,000

Other assets

    8,086,000
    

Total assets

    128,342,000
    

 

LIABILITIES

   

Deposits:

   

In domestic offices

    32,973,000

Noninterest-bearing

    18,760,000

Interest-bearing

    14,213,000

In foreign offices, Edge and Agreement
subsidiaries, and IBFs

    61,040,000

Noninterest-bearing

    1,544,000

Interest-bearing

    59,496,000

Federal funds purchased and securities sold
under agreements to repurchase:

   

Federal funds purchased in domestic
offices

    1,001,000

Securities sold under agreements to
repurchase

    86,000

Trading liabilities

    4,981,000

Other borrowed money:
(includes mortgage indebtedness and
obligations under capitalized leases)

    4,200,000

Not applicable

   

Not applicable

   

Subordinated notes and debentures

    2,955,000

Other liabilities

    12,465,000
    

Total liabilities

    119,701,000
    

Minority interest in consolidated
subsidiaries

    160,000

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

    0

Common stock

    1,135,000

Surplus (exclude all surplus related to
preferred stock)

    2,375,000

Retained earnings

    6,178,000

Accumulated other comprehensive income

    -1,207,000

Other equity capital components

    0

Total equity capital

    8,481,000
    

Total liabilities, minority interest, and
equity capital

    128,342,000
    

 

I, Bruce W. Van Saun, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Bruce W. Van Saun,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

 

Gerald L. Hassell

Steven G. Elliott

Robert P. Kelly

    Directors