EX-25 104 a2107595zex-25.txt EX-25 Exhibit 25 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) BANK ONE, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Association 36-0899825 (I.R.S. employer identification number) 1 Bank One Plaza, Chicago, Illinois 60670-0120 (Address of principal executive offices) (Zip Code) Bank One, N.A. 1 Bank One Plaza, Suite IL1-0120, The Law Department Chicago, Illinois 60670-0120 Attn: Sandra L. Caruba, Senior Counsel, (312) 336-9436 (Name, address and telephone number of agent for service) PEI HOLDINGS, INC. (Exact name of obligor as specified in its charter) Delaware 36-4276282 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) SEE TABLE OF ADDITIONAL OBLIGORS 680 North Lake Shore Drive Chicago, Illinois 60611 (Address of principal executive offices) (Zip Code) 11% SENIOR SECURED NOTES DUE 2011 GUARANTEES RELATED TO THE 11% SENIOR SECURED NOTES DUE 2011 (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. Comptroller of Currency, Washington, D.C., Federal Deposit Insurance Corporation, Washington, D.C., The Board of Governors of the Federal Reserve System, Washington D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. No such affiliation exists with the trustee. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificates of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 4. A copy of the existing by-laws of the trustee.* 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 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. 8. Not Applicable. 9. Not Applicable. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One, N.A., 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 Chicago and the State of Illinois, on this 1st day of May, 2003. BANK ONE, N.A., TRUSTEE By /s/ Sandra L. Caruba ------------------------------------- Sandra L. Caruba Senior Counsel * EXHIBITS 1,2,3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE, N.A., FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF HOUSEHOLD FINANCE CORPORATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000 (REGISTRATION NO. 333-33240). EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT May 1, 2003 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between PEI Holdings, Inc., the other Guarantors party thereto and Bank One, N.A., the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, BANK ONE, NATIONAL ASSOCIATION By /s/ Sandra L. Caruba -------------------------------------- Sandra L. Caruba Senior Counsel EXHIBIT 7 BANK ONE, NA FFIEC 031 ----------------------------------------- RC-1 Legal Title of Bank CHICAGO 11 ----------------------------------------- City IL 60670 ----------------------------------------- State Zip Code Transmitted to EDS as 0226086 on 02/12/2003 at 02:12:13 CST FDIC Certificate Number - 03618 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2002 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 II Mil Thou -------------------------------------------------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository Institutions (from Schedule RC-A); a. Noninterest-bearing balances and currency and coin(1) 0061 15,002,000 1.a b. Interest-bearing balances(2) 0071 1,498,000 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 47,652,000 2.b 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices B987 10,827,000 3.a RCFD b. Securities purchased under agreements to resell(3) B989 6,674,000 3.b 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 5369 3,633,000 4.a b. Loans and leases, net of unearned income B520 117,893,00 4.b c. LESS: Allowance for loan and lease losses 3123 3,525,000 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B629 114,388,000 4.d 5. Trading assets (from Schedule RC-D) 3545 5,334,000 5 6. Premises and fixed assets (including capitalized leases) 2145 1,244,000 6 7. Other real estate owned (from Schedule RC-M) 2160 71,000 7 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 119,000 8 9. Customers' liability to this bank on acceptances outstanding 2155 222,000 9 10. Intangible assets: a. Goodwill 3163 601,000 10.a b. Other Intangible assets (from Schedule RC-M) 0428 58,000 10.b 11. Other assets (from Schedule RC-F) 2160 8,234,000 11 12. Total assets (sum of items 1 through 11) 2170 217,537,000 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. BANK ONE, NA FFIEC 031 ----------------------------------------- RC-2 Legal Title of Bank Transmitted to EDS as 0226086 on 02/12/2003 at 02:12:13 CST 12 FDIC Certificate Number - 03618 SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands Bil Mil Thou -------------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON part 1) 2200 123,677,000 13.a (1) Noninterest-bearing(1) 5531 45,556,000 13.a.1 (2) Interest-bearing 8838 77,821,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, part II) 2200 23,976,000 13.b (1) Noninterest-bearing 6631 442,000 13.b.1 (2) Interest-bearing 8838 23,534,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices(2) B993 5,797,000 14.a RCFD b. Securities sold under agreements to repurchase(3) B986 4,289,000 14.b 15. Trading liabilities (from Schedule RC-D) 3548 4,092,000 15 16. Other borrowed money (includes mortgage Indebtedness and obligations under capitalized leases) (from Schedule RC-M) 3190 26,505,000 16 17. Not applicable 18 Bank's liability on acceptances executed and outstanding 2820 222,000 18 19. Subordinated notes and debentures(4) 3200 5,037,000 19 20. Other liabilities (from Schedule RC-G) 2930 6,295,000 20 21. Total liabilities (sum of Items 13 through 20) 2948 199,890,000 21 22. Minority Interest in consolidated subsidiaries 3000 106,000 22 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 3838 0 23 24. Common Stock 3230 201,000 24 25. Surplus (exclude all surplus related to preferred stock) 3830 9,173,000 25 26. a. Retained earnings 3632 6,069,000 26.a b. Accumulated other comprehensive income(5) 8330 95,000 26.b 27. Other equity capital components(6) A130 0 27 28. Total equity capital (sum of Items 23 through 27) 3210 17,541,000 28 29. Total liabilities, minority interest, and equity capital (sum of Items 21, 22, and 28) 3300 217,637,000 29
Memorandum To be reported only with the March Report of Condition.
RCFD Number 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 Independent external auditors as of any date during 2001 8724 N/A 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 4 = Directors' 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. TABLE OF ADDITIONAL OBLIGORS
State of Incorporation or Name of Additional Obligor* Formation I.R.S. Employer Identification Number --------------------------------------------------------------------------------------------------------------- Playboy Enterprises, Inc. Delaware 36-4249478 Spice Entertainment, Inc. Delaware 11-2917462 CPV Productions, Inc. Delaware 95-4481959 Cyberspice, Inc. Delaware 13-3792864 MH Pictures, Inc. California 95-4408483 Planet Spice, Inc. Delaware 36-4473316 Spice Direct, Inc. Delaware 13-3697513 Spice International, Inc. Delaware 13-3688041 Spice Networks, Inc. New York 13-3426694 Spice Productions, Inc. Nevada 13-3876038 Playboy Enterprises International, Inc. Delaware 36-2258830 Alta Loma Entertainment, Inc. Delaware 95-4883621 Itasca Holdings, Inc. Illinois 36-3529184 Planet Playboy, Inc. Delaware 36-4358154 Playboy Gaming Nevada, Inc. Nevada 36-4248894 Playboy Japan, Inc. Delaware 36-4282316 Playboy Gaming International, Ltd. Delaware 36-2719674 Playboy Cruise Gaming, Inc. Delaware 36-4244129 Playboy Gaming UK, Ltd. Delaware 36-4374462 Lifestyle Brands, Ltd. Delaware 36-2719675 Lake Shore Press, Inc. Delaware 36-2689343 Playboy Clubs International, Inc. Delaware 36-2477567 Playboy preferred, Inc. Illinois 36-2601526 Playboy of Sussex, Inc. Delaware 36-2659186 Playboy of Lyons, Inc. Wisconsin 36-2584408 Playboy Club of Hollywood, Inc. Delaware 95-2310857 Playboy Club of New York, Inc. New York 13-1935032 Special Editions, Ltd. Delaware 36-3039034 Telecom International, Inc. Florida 36-3973180 Spice Platinum Entertainment, Inc. Delaware 95-4873888 Spice Hot Entertainment, Inc. Delaware 95-4873886 Playboy Models, Inc. Illinois 36-2533870 Playboy, Properties, Inc. Delaware 36-2558603 Playboy Shows, Inc. Delaware 36-2662679 Steelton, Inc. Delaware 36-2655856 Playboy Entertainment Group, Inc. Delaware 36-3687870 AdulTVision Communications, Inc. Delaware 95-4532434 After Dark Video, Inc. Delaware 36-2587791 Alta Loma Distribution, Inc. Delaware 36-2692124 AL Entertainment, Inc. California 95-4682466 Impulse Productions, Inc. Delaware 36-3277482 Indigo Entertainment, Inc. Illinois 95-4450165 Mystique Films, Inc. California 95-4535259 Precious Films, Inc. California 36-3989206 Women Productions, Inc. California 95-4551605 Playboy TV International, LLC Delaware 65-0952345 Claridge Organization, LLC Delaware N/A Chelsea Court Holdings, LLC Delaware N/A Candlelight Management, LLC Delaware N/A
* Addresses of principal executive offices are the same as that of PEI Holdings, Inc.