EX-25.1 19 a2178643zex-25_1.htm EXHIBIT 25.1
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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


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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)

A National Banking Association
(Jurisdiction of incorporation or
organization if not a U.S. national bank)		   94-1347393
(I.R.S. Employer
Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices)
 
57104
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

MICHAELS STORES, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   75-1943604
(I.R.S. Employer
Identification No.)

8000 Bent Branch Drive
Irving, Texas
(Address of principal executive offices)
 
75063
(Zip code)

10% SENIOR NOTES DUE 2014
113/8% SENIOR SUBORDINATED NOTES DUE 2016
13% SUBORDINATED DISCOUNT NOTES DUE 2016
(Title of the indenture securities)

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

EXACT NAME OF ADDITIONAL REGISTRANT AS SPECIFIED IN ITS CHARTER
   STATE OR OTHER
JURISDICTION OF
INCORPORATION
OR ORGANIZATION
   IRS EMPLOYEE
IDENTIFICATION NO.
Aaron Brothers, Inc.   Delaware   13-3498646
Michaels Finance Company, Inc.   Delaware   20-0313952
Michaels of Canada, ULC   Nova Scotia    
Michaels Stores Card Services, LLC   Virginia   72-1524325
Michaels Stores Procurement Company, Inc.   Delaware   20-0313890
Artistree, Inc   Delaware   83-0466644

The address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor's principal executive offices is:

c/o Michaels Stores, Inc.
8000 Bent Branch Drive,
Irving, Texas 75063,
P.O. Box 619566,
DFW, Texas 75261-9566

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrant Guarantors is:

Jeffrey N. Boyer
President and Chief Financial Officer
8000 Bent Branch Drive
Irving, Texas 75063
P.O. Box 619566
DFW, Texas 75261-9566
Telephone: (972) 409-1300

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.

      Federal Deposit Insurance Corporation
      Washington, D.C.

      Federal Reserve Bank of San Francisco
      San Francisco, California 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.

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 and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.
 
See Exhibit 2

Exhibit 4.
 
Copy of By-laws of the trustee as now in effect.***

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.
*
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

***
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

****
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 99.2 to the Form T-3A dated November 22, 2006 of Satelites Mexicanos S.A. de C.V. file number 022-28822.


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 Dallas and State of Texas on the 18th day of June, 2007.


 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
/s/  PATRICK T. GIORDANO      
Patrick T. Giordano
Vice President


EXHIBIT 6

June 18, 2007

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/  PATRICK T. GIORDANO      
Patrick T. Giordano
Vice President


Exhibit 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.

 
    
   Dollar Amounts
In Millions
ASSETS          
Cash and balances due from depository institutions:          
  Noninterest-bearing balances and currency and coin       $ 12,467
  Interest-bearing balances         1,280
Securities:          
  Held-to-maturity securities         0
  Available-for-sale securities         40,238
Federal funds sold and securities purchased under agreements to resell:          
  Federal funds sold in domestic offices         6,195
  Securities purchased under agreements to resell         1,187
Loans and lease financing receivables:          
  Loans and leases held for sale         33,093
  Loans and leases, net of unearned income   251,321      
  LESS: Allowance for loan and lease losses   2,151      
  Loans and leases, net of unearned income and allowance         249,170
Trading Assets         3,665
Premises and fixed assets (including capitalized leases)         4,173
Other real estate owned         657
Investments in unconsolidated subsidiaries and associated companies         392
Intangible assets          
  Goodwill         8,994
  Other intangible assets         18,668
Other assets         16,668
       
Total assets       $ 396,847
       
LIABILITIES          
Deposits:          
  In domestic offices       $ 269,773
    Noninterest-bearing   75,101      
    Interest-bearing   194,672      
  In foreign offices, Edge and Agreement subsidiaries, and IBFs         43,580
    Noninterest-bearing   6      
    Interest-bearing   43,574      
Federal funds purchased and securities sold under agreements to repurchase:          
  Federal funds purchased in domestic offices         3,911
  Securities sold under agreements to repurchase         6,114

 
    
   Dollar Amounts
In Millions
Trading liabilities         2,328
Other borrowed money
    (includes mortgage indebtedness and obligations under capitalized leases)		         6,914
Subordinated notes and debentures         10,148
Other liabilities         14,055
       
Total liabilities       $ 356,823

Minority interest in consolidated subsidiaries
 
 
 
 
58

EQUITY CAPITAL
 
 
 
 
 
Perpetual preferred stock and related surplus         0
Common stock         520
Surplus (exclude all surplus related to preferred stock)         24,751
Retained earnings         14,239
Accumulated other comprehensive income         456
Other equity capital components         0
       
Total equity capital         39,966
       
Total liabilities, minority interest, and equity capital       $ 396,847
       

        I, Howard I. Atkins, EVP & CFO 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.

Howard I. Atkins
EVP & CFO

        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.

Michael Loughlin        
John Stumpf   Directors    
Carrie Tolstedt        



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SIGNATURE
EXHIBIT 6
Exhibit 7 Consolidated Report of Condition of Wells Fargo Bank National Association of 101 North Phillips Avenue, Sioux Falls, SD 57104 And Foreign and Domestic Subsidiaries, at the close of business March 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.