EX-25.1 6 c94518exv25w1.txt 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) ------------------------------------------------------- UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 94-0304228 I.R.S. Employer Identification No. 120 S. San Pedro St., Suite 400 Los Angeles, California 90012 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Kimberly Davidson Union Bank of California, National Association 120 S. San Pedro Street Corporate Trust - 4th Floor Los Angeles, CA 90012 (213) 972-5673 (Name, address and telephone number of agent for service) KELLWOOD COMPANY (See table on next page for additional Issuers) (Issuer with respect to the Securities) Delaware 36-2472410 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 600 Kellwood Parkway 63017 Chesterfield, Missouri ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) KELLWOOD COMPANY $200,000,000 3.50% Convertible Senior Debentures due 2034 and Related Guarantees ================================================================================
STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER INCORPORATION OR IDENTIFICATION NAME ORGANIZATION NUMBER ADDRESS ----------------------------------------------------------------------------------------------------------- Koret of California, Inc. California 94-1687671 505 14th St. Oakland, CA 94612 American Recreation Products, Inc. Delaware 13-3285318 1224 Fern Ridge Parkway St. Louis, MO 63141 Briggs New York, Inc. Delaware 13-4218484 38 Guest St. Boston, MA 02135 Costura Dominicana, Inc. Delaware 13-3067497 7005 Pelham Rd. Greenville, SC 29615 Gerber Childrenswear, Inc. Delaware 03-0442752 7005 Pelham Rd. Greenville, SC 29615 GCW Holdings, Inc. Delaware 58-2354913 103 Foulk Rd., Suite 200 Wilmington, DE 19803 GCI IP Sub, Inc. Delaware 58-2354915 7005 Pelham Rd. Greenville, SC 29615 Halmode Apparel, Inc. Delaware 54-0732945 1400 Broadway, 11th Floor New York, NY 10018 New Campaign, Inc. Delaware 54-1753667 1155 Pineridge Rd. Norfolk, VA 23502 KWD Holdings, Inc. Delaware 51-0308637 1105 North Market St., Suite 1300 Wilmington, DE 19899 Sierra Designs Acquisition Delaware 43-1676379 1224 Fern Ridge Parkway Corporation St. Louis, MO 63141 Biflex International, Inc. New York 13-1875956 180 Madison Ave., 6th Floor New York, NY 10016 Dorby Frocks, Ltd. New York 13-1833444 1400 Broadway, 17th Floor New York, NY 10018 Phat Fashions LLC New York 13-3901411 512 Seventh Ave., 12th Floor New York, NY 10018 Phat Licensing LLC New York 13-4021744 512 Seventh Ave., 43rd Floor New York, NY 10018 Kellwood Financial Resources, Inc. Tennessee 62-1802806 600 Kellwood Parkway Chesterfield, MO 63017
FORM T-1 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. b) Whether it is authorized to exercise corporate trust powers. 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 In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The trustee has also examined its own books and records for the purpose of answering this item. ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. Attached as Exhibit 6. 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. Attached as Exhibit 7. * Exhibits 1 through 4 are incorporated by reference to Registration Number 333-103873 filed with the SEC. 2 NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Union Bank of California, 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 25th day of April, 2005. UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION By: /s/ Kimberly Davidson ------------------------------------------ Kimberly Davidson Assistant Vice President 3 EXHIBIT 6 CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT April 25, 2005 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture for indebtedness between Kellwood Company (the "Company") and Union Bank of California, N.A. (the "Trustee"), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned 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 request therefore. Sincerely, Union Bank of California, N.A. By: /s/ Kimberly Davidson ---------------------------------------- Kimberly Davidson Corporate Trust Assistant Vice President 4 EXHIBIT 7 Consolidated Report of Condition of Union Bank of California, National Association of San Francisco in the State of California, at the close of business December 31, 2004, published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541 --------------------------------------------------------------------------------
BALANCE SHEET Dollar Amounts In Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 2,111,180 Interest-bearing balances 474,152 Securities: Held-to-maturity securities 0 Available-for-sale securities 11,152,232 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 944,550 Securities purchased under agreements to resell 0 Loans and lease financing receivables: Loans and leases held for sale 117,900 Loans and leases, net of unearned income 29,934,623 LESS: Allowance for loan and lease losses 371,496 Loans and leases, net of unearned income and allowance 29,563,127 Trading assets 253,891 Premises and fixed assets 518,261 Other real estate owned 7,281 Investments in unconsolidated subsidiaries and associated companies 114 Customers' liability to this bank on acceptances outstanding 55,915 Intangible assets: Goodwill 475,027 Other intangible assets 64,647 Other assets 1,746,540 ----------- Total assets 47,485,217 -----------
5 EXHIBIT 7 LIABILITIES Deposits: In domestic offices 38,715,030 Noninterest-bearing 19,215,749 Interest-bearing 19,499,281 In foreign offices, Edge and Agreement subsidiaries, and IBFs 2,588,908 Noninterest-bearing 436,059 Interest-bearing 2,152,849 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 444,523 Securities sold under agreements to repurchase 142,726 Trading liabilities 145,304 Other borrowed money 166,558 Bank's liability on acceptances executed and outstanding 55,915 Subordinated notes and debentures 100,000 Other liabilities 1,045,919 Total liabilities 43,404,883 ----------- Minority interest in consolidated subsidiaries 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 604,577 Surplus 1,388,239 Retained earnings 2,132,201 Accumulated other comprehensive income (44,683) Other equity capital components 0 ----------- Total equity capital 4,080,334 ----------- Total liabilities, minority interest, and equity capital 47,485,217 -----------
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