EX-25.1 9 d93208ex25-1.txt STATEMENT OF ELIGIBILITY 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) ------ MANUFACTURERS AND TRADERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 16-0538020 (Jurisdiction of incorporation (I.R.S. employer or organization if not a national bank) identification No.) One M&T Plaza Buffalo, New York 14240-2399 (Address of principal executive offices) (Zip Code) FLEMING COMPANIES, INC. (Exact name of obligor as specified in its charter) OKLAHOMA 73-1395733 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 6301 Waterford Boulevard Oklahoma City, Oklahoma 73126 (Address of principal executive offices) (Zip Code) 10-5/8% SERIES C SENIOR SUBORDINATED NOTES DUE 2007 (Title of 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. Superintendent of Banks of the State of New York, 2 Rector Street, New York, New York 10006 and Corning Tower, Albany, New York 12203 Federal Reserve Bank of New York, 33 Liberty Street, New York, New York 10045 Federal Deposit Insurance Corporation, Washington, D. C. 20429 (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. [ITEMS 3 THROUGH 15 OMITTED PURSUANT TO GENERAL INSTRUCTION B TO FORM T-1] ITEM 16. LIST OF EXHIBITS Exhibit 1. Organization Certificate of the Trustee as now in effect (incorporated herein by reference to Exhibit 1, Form T-1, Registration Statement No. 33-7309). Exhibit 2. Certificate of Authority of the Trustee to commence business (incorporated herein by reference to Exhibit 2, Form T-1, Registration Statement No. 33-7309). Exhibit 3. Authorization of the Trustee to exercise corporate trust powers (incorporated herein by reference to Exhibit 3, Form T-1, Registration Statement No. 33-7309). Exhibit 4. Existing By-Laws of the Trustee (incorporated herein by reference to Exhibit 4, Form T-1, Registration Statement No. 33-7309). Exhibit 5. Not Applicable. Exhibit 6. Consent of the Trustee (incorporated herein by reference to Exhibit 6, Form T-1, Registration Statement No. 33-7309). Exhibit 7. Report of Condition of the Trustee.* Exhibit 8. Not Applicable. 1 Exhibit 9. Not Applicable ---------- * Filed Herewith SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Manufacturers and Traders Trust Company, a trust company organized and existing under the laws of the State of New York, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Buffalo, and State of New York, on the 9th day of January, 2002. MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ RUSSELL T. WHITLEY ----------------------------------- Russell T. Whitley Assistant Vice President 2 EXHIBIT 7 REPORT OF CONDITION OF THE TRUSTEE CONDENSED CONSOLIDATED BALANCE SHEET
September 30 In Thousands 2001 ------------ ----------------- Assets Cash and due from banks $ 784,666 Money-market Assets 243,000 Investment securities Available for sale (cost: $2,546,845) 2,607,224 Held to maturity (market value: $115,823) 114,909 Other (market value: $238,130) 238,130 ----------------- Total investment securities 2,960,263 ----------------- Loans and leases, net of unearned discount 24,259,280 Allowance for credit losses (408,358) ----------------- Loans and leases, net 23,850,922 Other Assets 2,608,554 ----------------- Total assets $ 30,447,405 ----------------- Liabilities Deposits Noninterest-bearing $ 3,586,093 Interest-bearing 16,454,264 ----------------- Total deposits 20,040,357 Short-term borrowings 3,557,248 Accrued interest and other liabilities 409,858 Long-term borrowings 3,183,734 ----------------- Total liabilities 27,191,197 ----------------- Stockholders' equity 3,256,208 ----------------- Total liabilities and stockholder's equity $ 30,447,405 -----------------