EX-25 9 file008.txt FORM T-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) ------ --------------------------- SUNTRUST BANK ------------------------------------- (Exact name of trustee as specified in its charter) 58-0466330 -------------------------------------------- ------------------------------------ Jurisdiction of incorporation if not U.S. (I.R.S. Employer Identification No.) national bank 303 Peachtree Street, N.E., 30th Floor Atlanta, Georgia 30308 -------------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code)
Jack Ellerin SunTrust Bank 25 Park Place, N.E., 24th Floor Atlanta, Georgia 30303-2900 (404) 588-7296 ---------------------------------------------- (Name, address and telephone number of agent for services) --------------------------- PHILLIPS-VAN HEUSEN CORPORATION --------------------------------------------------- (Exact name of obligor as specified in its charter) Delaware 13-1166910 ----------------------------------------------- ------------------------------------ (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 200 Madison Avenue, New York, New York 10016 ----------------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code)
--------------------------- 8 1/8% Senior 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. DEPARTMENT OF BANKING AND FINANCE, STATE OF GEORGIA 2990 BRANDYWINE ROAD, SUITE 200 ATLANTA, GEORGIA 30341-5565 FEDERAL RESERVE BANK OF ATLANTA 1000 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30309-4470 FEDERAL DEPOSIT INSURANCE CORPORATION 550 17TH STREET, N.W. WASHINGTON, D.C. 20429-9990 (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 - 12. NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH AND INCLUDING 12. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEM 13(b) BELOW, THE OBLIGOR IS NOT IN DEFAULT WITH RESPECT TO ANY SECURITIES ISSUED PURSUANT TO ANY INDENTURE UNDER WHICH SUNTRUST BANK IS TRUSTEE. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is a trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. THERE HAS NOT BEEN ANY SUCH DEFAULT. ITEMS 14 - 15. NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEM 13(B) ABOVE, THE OBLIGOR IS NOT IN DEFAULT WITH RESPECT TO ANY SECURITIES ISSUED PURSUANT TO ANY INDENTURE UNDER WHICH SUNTRUST BANK IS TRUSTEE. 2 Item 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. (1) A copy of the Articles of Amendment and Restated Articles of Incorporation of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC). (2) A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation). (3) A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation). (4) A copy of the existing by-laws of the trustee (as amended and restated August 13, 2002) (Exhibit 4 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC). (5) Not applicable. (6) The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939. (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 as of the close of business on March 31, 2003. (8) Not applicable. (9) Not applicable. 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in City of Atlanta and the State of Georgia, on the 28th day of August, 2003. SUNTRUST BANK By: /s/ Jack Ellerin ---------------------------------- Name: Jack Ellerin Title: Assistant Vice President 4 Exhibit 6 Consent of Trustee Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of 8 1/8% Senior Notes due 2013 of Phillips-Van Heusen Corporation, SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. SUNTRUST BANK By: /s/ Jack Ellerin ---------------------------------- Name: Jack Ellerin Title: Assistant Vice President 5 Exhibit 7 Report of Condition (Attached) 6 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2003 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS RCFD BIL MIL THOU ------------------------------------------------------------------- ------ -------------- ----- ----- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) ........ 0081 4,590,391 1.a b. Interest-bearing balances (2) ................................. 0071 18,531 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) .... 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) .. 1773 22,035,405 2.b 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices ........................ B987 282,750 3.a RCFD b. Securities purchased under agreements to resell (3) ........... B989 3,623,250 3.b 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale ................................ 5369 8,220,705 4.a b. Loans and leases, net of unearned income ...................... B528 73,901,781 4.b c. LESS: Allowance for loan and lease losses ..................... 3123 922,850 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) .............................................. B529 72,978,931 4.d 5. Trading assets (from Schedule RC-D) ............................... 3545 1,298,146 5 6. Premises and fixed assets (including capitalized leases) .......... 2145 1,308,923 6 7. Other real estate owned (from Schedule RC-M) ...................... 2150 27,263 7 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) .................................... 2130 0 8 9. Customers' liability to this bank on acceptances outstanding ...... 2155 84,197 9 10. Intangible assets: a. Goodwill ...................................................... 3163 778,474 10.a b. Other intangible assets (from Schedule RC-M) .................. 0426 608,832 10.b 11. Other assets (from Schedule RC-F) ................................. 2160 2,459,183 11 12. Total assets (sum of items 1 through 11) .......................... 2170 118,314,981 12
---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. 7 SCHEDULE RC--CONTINUED
DOLLAR AMOUNTS IN THOUSANDS RCFD BIL MIL THOU --------------------------------------------------------------------- ------ ------------- ----- ------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from RCON Schedule RC-E part I) ............................................... 2200 74,145,405 13.a (1) Noninterest-bearing (1) ........................................ 6631 9,917,326 13.a.1 (2) Interest-bearing ................................................ 6636 64,228,079 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, part II) ....................................... 2200 4,099,738 13.b (1) Noninterest-bearing ............................................. 6631 0 13.b.1 (2) Interest-bearing ................................................ 6636 4,099,738 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) .................. B993 9,196,859 14.a RCFD b. Securities sold under agreements to repurchase (3) ............... B995 7,754,789 14.b 15. Trading liabilities (from Schedule RC-D) ............................ 3548 1,048,005 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) .......... 3190 7,015,976 16 17. Not applicable ...................................................... 18. Bank's liability on acceptances executed and outstanding ............ 2920 84,197 18 19. Subordinated notes and debentures(4) ................................ 3200 2,149,202 19 20. Other liabilities (from Schedule RC-G) .............................. 2930 2,672,144 20 21. Total liabilities (sum of items 13 through 20) ...................... 2948 108,166,315 21 22. Minority interest in consolidated subsidiaries ...................... 3000 1,012,489 22 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ....................... 3838 0 23 24. Common stock ........................................................ 3230 21,600 24 25. Surplus (exclude all surplus related to preferred stock) ............ 3839 2,539,742 25 26. a. Retained earnings ................................................ 3632 5,711,608 26.a b. Accumulated other comprehensive income (5) ....................... B530 809,227 26.b 27. Other equity capital components (6) ................................. A130 0 27 28. Total equity capital (sum of items 23 through 27) ................... 3210 9,136,177 28 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) ....................................... 3300 118,314,981 29
Memorandum TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by ........................... RCFD NUMBER independent external auditors as of any date during 2002 .......... 6724 2 M.1
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm 8 4 = Director's examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money." (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. 9