EX-25.1 10 g84821exv25w1.txt FORM T-1 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)__________ --------------------- SUNTRUST BANK (Exact name of trustee as specified in its charter) State of Georgia 58-0466330 (State of incorporation if (I.R.S. Employer not a U.S. national bank) Identification Number) 303 Peachtree Street, NE Atlanta, GA 30308 (Address of trustee's principal (Zip Code) executive offices) Jonathan D. Rich, Esq. Holland & Knight LLP 200 South Orange Avenue, Suite 2600, Orlando, FL 32801 (407) 425-8500 (Name, address and telephone number of agent for service) --------------------- OFFICE DEPOT, INC. (Exact name of obligor as specified in its charter) DELAWARE 59-2663954 (State of incorporation) (IRS Employer Identification No.) 2200 OLD GERMANTOWN ROAD 33445 DELRAY BEACH, FLORIDA (Zip Code) (Address of principal executive offices) --------------------- 6.250% SENIOR NOTES DUE AUGUST 15, 2013 (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. NAME ADDRESS Georgia Department of Banking Atlanta, GA and Finance The Board of Governors of the Federal Reserve System Corporation Washington, D.C. Federal Deposit Insurance Washington, D.C. Corporation (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility. Exhibit 1 - Copy of the articles of incorporation of the Trustee as now in effect (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-62338 (Form S-3, Rock-Tenn Company), which is incorporated by reference). Exhibit 2 - Copy of the certificate of authority of the Trustee to commence business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-62338 (Form S-3, Rock-Tenn Company), which is incorporated by reference). Exhibit 3 - Copy of the authorization of the Trustee to exercise corporate trust powers (see Exhibit 3 to Form T-1 filed in connection with Registration Statement No. 333-62338 (Form S-3, Rock-Tenn Company), which is incorporated by reference). Exhibit 4 - Copy of the existing bylaws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-62338 (Form S-3, Rock-Tenn Company), which is incorporated by reference). Exhibit 5 - Not applicable. 2 Exhibit 6 - The consent of the Trustee required by Section 321 (6) of the Trust Indenture Act of 1939. Exhibit 7 - 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. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Miami, State of Florida, on the 28th day of August, 2003. SUNTRUST BANK By: /s/ Holly Lee Jeske ---------------------------------- Holly Lee Jeske Vice President 3 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 debt securities of Office Depot, Inc., 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/ Holly Lee Jeske ------------------------------- Holly Lee Jeske Vice President EXHIBIT 7 Report of Condition of SunTrust Bank Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of The Comptroller of the Currency FEDERAL FINANCIAL INSTITUTIONS OMB Number: 1557-0081 EXAMINATION COUNCIL Expires: April 30, 2006 ------------------------------------------------------------------------------- 1 Please refer to page 1 Table of Contents, for the required disclosure of estimated burden ------------------------------------------------------------------------------- CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES - FFIEC 031 Report at the close of business June 30, 2003 This report is required by law: 12 U.S.C. ss. 324 (State member banks); 12 U.S.C. ss. 1817 (State nonmember banks); and 12 U.S.C. ss. 161 (National banks). (20030630) ----------- (RCRI 9999) This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions. Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. ------------------------------------------------------------------------------- NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks. I, Jorge Arreta, SVP & Controller Name and Title of Officer Authorized to Sign Report of the named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief. /s/ Jorge Arreta -------------------------------------------------------------------------------- Signature of Officer Authorized to Sign Report 07/25/2003 -------------------------------------------------------------------------------- Date of Signature The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority Instructions. We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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. /s/ L. Phillip Humann -------------------------------------------------------------------------------- Director (Trustee) /s/ James B. Williams -------------------------------------------------------------------------------- Director (Trustee) /s/ Alston D. Correll -------------------------------------------------------------------------------- Director (Trustee) -------------------------------------------------------------------------------- Submission of Reports: Each bank must prepare its Reports of Condition and Income either: (a) In electronic form and then file the computer data file directly with the banking agencies' collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette; or (b) In hard-copy (paper) form and arrange for another party to convert the paper report to electronic form. That party (if other than EDS) must transmit the bank's computer data file to EDS. For electronic filing assistance, contact EDS Call Report Services, 13890 Bishops Drive, Suite 110, Brookfield, WI 53005, telephone (800) 255-1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer-generated version of this page) to the hard-copy record of the completed report that the bank places in its files. -------------------------------------------------------------------------------- FDIC Certificate Number: 00867 ------------ (RCRI9052) SUNTRUST BANK ----------------------------------------------- Legal Title of Bank (TEXT 9010) ATLANTA ----------------------------------------------- City (TEXT 9130) GA 30302 ----------------------------------------------- State Abbrev. (TEXT 9200) Zip Code (TEXT 9220) Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency SUNTRUST BANK FFIEC 031 -------------------------------------- RC-1 Legal Title of Bank 12 ATLANTA -------------------------------------- City GA 30302 -------------------------------------- State Zip Code Transmitted to InterCept on 07/30/2003. Confirmation Number - 0008111 FDIC Certificate Number - 00867 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 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 4,469,018 1.a b. Interest-bearing balances (2) 0071 15,820 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 19,854,955 2.b 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices B987 436,600 3.a RCFD b. Securities purchased under agreements to resell (3) B989 3,771,321 3.b 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 5369 9,037,490 4.a b. Loans and leases, net of unearned income B528 75,008,023 4.b c. LESS: Allowance for loan and lease losses 3123 932,810 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 74,075,213 4.d 5. Trading assets (from Schedule RC-D) 3545 1,472,750 5 6. Premises and fixed assets (including capitalized leases) 2145 1,296,757 6 7. Other real estate owned (from Schedule RC-M) 2150 29,826 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 84,980 9 10. Intangible assets: a. Goodwill 3163 862,393 10.a b. Other intangible assets (from Schedule RC-M) 0426 607,990 10.b 11. Other assets (from Schedule RC-F) 2160 2,730,050 11 12. Total assets (sum of items 1 through 11) 2170 118,745,163 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. SUNTRUST BANK FFIEC 031 -------------------------------------- RC-2 Legal Title of Bank Transmitted to Intercept on 07/30/2003. 13 Confirmation Number - 0008111 FDIC Certificate Number - 00867 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 RCON from Schedule RC-E, part I) 2200 74,459,262 13.a (1) Noninterest-bearing (1) 6631 10,248,343 13.a.1 (2) Interest-bearing 6636 64,210,919 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and RCFN IBFs (from Schedule RC-E, part II) 2200 2,934,964 13.b (1) Noninterest-bearing 6631 0 13.b.1 (2) Interest-bearing 6636 2,934,963 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 8,979,352 14.a RCFD b. Securities sold under agreements to repurchase (3) B995 8,422,227 14.b 15. Trading liabilities (from Schedule RC-D) 3548 1,179,121 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 3190 7,252,577 16 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 2920 84,980 18 19. Subordinated notes and debentures(4) 3200 2,149,629 19 20. Other liabilities (from Schedule RC-G) 2930 2,777,007 20 21. Total liabilities (sum of items 13 through 20) 2948 108,239,119 21 22. Minority interest in consolidated subsidiaries 3000 1,012,337 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 2,734,106 25 26. a. Retained earnings 3632 5,845,041 26.a b. Accumulated other comprehensive income (5) B530 892,960 26.b 27. Other equity capital components (6) A130 0 27 28. Total equity capital (sum of items 23 through 27) 3210 9,493,707 28 29. Total liabilities, minority interest, and equity capital (sum of items 21 , 22, and 28) 3300 118,745,163 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 independent external auditors as of any date RCFD NUMBER during 2002 6724 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.