EX-25.1 32 a2169087zex-25_1.htm 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


o 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)


THE NEIMAN MARCUS GROUP, INC1
(Exact name of obligor as specified in its charter)


1
See Table 1—List of additional obligors

Delaware
(State or other jurisdiction of
incorporation or organization)
  95-4119509
(I.R.S. Employer
Identification No.)

One Marcus Square, 1618 Main Street
Dallas, Texas 75201

(Address of principal executive offices)


9%/93/4% Senior Notes due 2015
103/8% Senior Subordinated Notes due 2015

(Title of the indenture securities)




Table 1

 
  Guarantor

  State of Incorporation
  Federal EIN

1.

 

NM Financial Services, Inc.

 

Delaware

 

86-0862446

2.

 

BergdordGoodman.com, LLC

 

Delaware

 

20-1470289

3.

 

Bergdorf Goodman, Inc.

 

New York

 

13-0485530

4.

 

Bergdorf Graphics, Inc.

 

New York

 

13-2739271

5.

 

Neiman Marcus Holdings, Inc.

 

California

 

95-2916032

6.

 

NEMA Beverage Corporation

 

Texas

 

75-2323412

7.

 

NEMA Beverage Holding Corporation

 

Texas

 

75-2849264

8.

 

NEMA Beverage Parent Corporation

 

Texas

 

75-2849261

9.

 

Worth Avenue Leasing Company

 

Florida

 

04-3435996

10.

 

NMGP, LLC

 

Virginia

 

06-1701558

11.

 

NM Nevada Trust

 

Massachusetts

 

04-3343700

12.

 

Neiman Marcus, Inc.

 

Delaware

 

 

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 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

2


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 Middletown and State of Connecticut on the 31st day of March 2006.

    WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

/s/ Joseph P. O'Donnell

Joseph P. O'Donnell
Vice President

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EXHIBIT 6

March 31, 2006

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/ Joseph P. O'Donnell

Joseph P. O'Donnell
Vice President

4


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 December 31, 2005, 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       $ 15,347
  Interest-bearing balances         1,496
Securities:          
  Held-to-maturity securities         0
  Available-for-sale securities         37,327
Federal funds sold and securities purchased under agreements to resell:          
  Federal funds sold in domestic offices         2,394
  Securities purchased under agreements to resell         950
Loans and lease financing receivables:          
  Loans and leases held for sale         37,316
  Loans and leases, net of unearned income   255,460      
  LESS: Allowance for loan and lease losses   2,122      
  Loans and leases, net of unearned income and allowance         253,338
Trading Assets         6,375
Premises and fixed assets (including capitalized leases)         3,846
Other real estate owned         173
Investments in unconsolidated subsidiaries and associated companies         377
Customers' liability to this bank on acceptances outstanding         70
Intangible assets          
  Goodwill         8,735
  Other intangible assets         13,074
Other assets         22,440
       

Total assets

 

 

 

$

403,258
       

LIABILITIES

 

 

 

 

 
Deposits:          
  In domestic offices       $ 295,315
    Noninterest-bearing   82,045      
    Interest-bearing   213,270      
  In foreign offices, Edge and Agreement subsidiaries, and IBFs         24,081
    Noninterest-bearing   5      
    Interest-bearing   24,076      
Federal funds purchased and securities sold under agreements to repurchase:          
  Federal funds purchased in domestic offices         12,959
  Securities sold under agreements to repurchase         4,684

5


 
  Dollar Amounts
In Millions

Trading liabilities     5,276
Other borrowed money      
  (includes mortgage indebtedness and obligations under capitalized leases)     5,267
Bank's liability on acceptances executed and outstanding     70
Subordinated notes and debentures     7,830
Other liabilities     11,951
   
Total liabilities   $ 367,433

Minority interest in consolidated subsidiaries

 

 

54

EQUITY CAPITAL

 

 

 
Perpetual preferred stock and related surplus     0
Common stock     520
Surplus (exclude all surplus related to preferred stock)     24,671
Retained earnings     10,249
Accumulated other comprehensive income     331
Other equity capital components     0
   

Total equity capital

 

 

35,771
   

Total liabilities, minority interest, and equity capital

 

$

403,258
   

I, Karen B. Martin, 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. Martin
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.

Dave Munio    
John Stumpf   Directors
Avid Modjtabai    

6