EX-25.1 56 dex251.htm STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 Statement of Eligibility of Trustee on 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)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

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

 

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

 


VALASSIS COMMUNICATIONS, INC.

(Exact name of obligor as specified in its charter)

 

Delaware   38-2760940
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

19975 Victor Parkway Livonia, MI   48152
(Address of principal executive offices)   (Zip code)

 


Valassis Communications, Inc. 8.25% Senior Notes due 2015

(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.

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.

 


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 Minneapolis and State of Minnesota on the 28th day of June 2007.

 

WELLS FARGO BANK, NATIONAL     ASSOCIATION
/S/    LYNN M. STEINER        
Lynn M. Steiner
Vice President


EXHIBIT 6

June 28, 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 therefor.

 

Very truly yours,
WELLS FARGO BANK, NATIONAL     ASSOCIATION
/S/    LYNN M. STEINER        
Lynn M. Steiner
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

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


          Dollar
Amounts
In Millions

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, Karen B. Nelson, Vice President 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.

 

Karen B. Nelson
Vice President

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