EX-25.1 66 a2138958zex-25_1.htm EXHIBIT 25.1

EXHIBIT 25.1

 

 

FORM T-1

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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)         
o

 


 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York

 

13-5160382

(State of incorporation
if not a U.S. national bank)

 

(I.R.S. employer
identification no.)

 

 

 

One Wall Street, New York, N.Y.

 

10286

(Address of principal executive offices)

 

(Zip code)

 


 

SEALY MATTRESS COMPANY

(Exact name of obligor as specified in its charter)

 

 

 

Ohio

 

34-0439410

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Mattress Corporation

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

20-1178482

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 



 

Sealy Mattress Company of Puerto Rico

(Exact name of obligor as specified in its charter)

 

 

 

Ohio

 

34-6544153

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Ohio-Sealy Mattress Manufacturing Co., Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Massachusetts

 

04-2511765

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Ohio-Sealy Mattress Manufacturing Co.

(Exact name of obligor as specified in its charter)

 

 

 

Georgia

 

58-1186228

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Mattress Company of Michigan, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Michigan

 

38-1256567

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Mattress Company of Kansas City, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Missouri

 

44-0523533

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 



 

Sealy of Maryland and Virginia, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Maryland

 

52-1192669

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Mattress Company of Illinois

(Exact name of obligor as specified in its charter)

 

 

 

Illinois

 

36-1853967

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

A. Brandwein & Co.

(Exact name of obligor as specified in its charter)

 

 

 

Illinois

 

36-2526330

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Mattress Company of Albany, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

New York

 

14-1325596

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy of Minnesota, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Minnesota

 

41-1227650

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 



 

Sealy Mattress Company of Memphis

(Exact name of obligor as specified in its charter)

 

 

 

Tennessee

 

62-0357534

(State or other jurisdiction of
|incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

North American Bedding Company

(Exact name of obligor as specified in its charter)

 

 

 

Ohio

 

34-1440446

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Ohio

 

34-1439379

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

The Ohio Mattress Company Licensing and Components Group

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

36-1750335

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Mattress Manufacturing Company, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

36-3209918

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 



 

Sealy-Korea, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

56-2112163

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Technology LLC

(Exact name of obligor as specified in its charter)

 

 

 

North Carolina

 

56-2168370

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Real Estate, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

North Carolina

 

56-2147751

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Texas Management, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Texas

 

75-1491047

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Texas Holdings LLC

(Exact name of obligor as specified in its charter)

 

 

 

North Carolina

 

56-2164898

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 



 

Sealy Texas L.P.

(Exact name of obligor as specified in its charter)

 

 

 

Texas

 

62-1799443

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Western Mattress Company

(Exact name of obligor as specified in its charter)

 

 

 

California

 

95-3388719

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Mattress Holdings International LLC

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

52-2177086

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Advanced Sleep Products

(Exact name of obligor as specified in its charter)

 

 

 

California

 

95-3254262

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Sealy Components-Pads, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

34-1801062

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 



 

Sealy Mattress Company of S.W. Virginia

(Exact name of obligor as specified in its charter)

 

 

 

Virginia

 

54-0492385

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

One Office Parkway
Trinity, North Carolina

 

27370

(Address of principal executive offices)

 

(Zip code)

 


 

8.25% Senior Subordinated Exchange Notes due 2014

(Title of the indenture securities)

 

 



 

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

 

 

 

Superintendent of Banks of the State of New York

 

2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203

 

 

 

Federal Reserve Bank of New York

 

33 Liberty Plaza, New York, N.Y. 10045

 

 

 

Federal Deposit Insurance Corporation

 

Washington, D.C. 20429

 

 

 

New York Clearing House Association

 

New York, New York 10005

 

(b)                                  Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.                                      Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.                               List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.                                       A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

 

4.                                       A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

 

6.                                       The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

 

2



 

7.                                       A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of June, 2004.

 

 

 

THE BANK OF NEW YORK

 

 

 

 

 

By:

/S/

MARY LAGUMINA

 

 

Name:

MARY LAGUMINA

 

 

Title:

VICE PRESIDENT

 

4



 

EXHIBIT 7

Consolidated Report of Condition of

 

THE BANK OF NEW YORK

 

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.


ASSETS

 

Dollar Amounts

In Thousands

Cash and balances due from depository institutions:

 

 

Noninterest-bearing balances and currency and coin

 

$

2,589,012

Interest-bearing balances

 

8,872,373

Securities:

 

 

Held-to-maturity securities

 

1,382,393

Available-for-sale securities

 

21,582,893

Federal funds sold and securities purchased under agreements to resell

 

 

Federal funds sold in domestic offices

 

792,900

Securities purchased under agreements to resell

 

932,155

Loans and lease financing receivables:

 

 

Loans and leases held for sale

 

555,415

Loans and leases, net of unearned income

 

36,884,850

LESS: Allowance for loan and lease losses

 

628,457

Loans and leases, net of unearned income and allowance

 

36,256,393

Trading Assets

 

3,654,160

Premises and fixed assets (including capitalized leases)

 

929,969

Other real estate owned

 

319

Investments in unconsolidated subsidiaries and associated companies

 

247,156

Customers’ liability to this bank on acceptances outstanding

 

215,581

Intangible assets

 

 

Goodwill

 

2,687,623

Other intangible assets

 

752,283

 

 



 

Other assets

 

7,905,137

Total assets

 

$

89,355,762

 

 

 

LIABILITIES

 

 

Deposits:

 

 

In domestic offices

 

$

33,940,195

Noninterest-bearing

 

13,973,047

Interest-bearing

 

19,967,148

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

22,717,175

Noninterest-bearing

 

447,242

Interest-bearing

 

22,269,933

Federal funds purchased and securities sold under agreements to repurchase

 

 

Federal funds purchased in domestic offices

 

442,904

Securities sold under agreements to repurchase

 

671,802

Trading liabilities

 

2,452,604

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

 

10,779,148

Bank’s liability on acceptances executed and outstanding

 

217,705

Subordinated notes and debentures

 

2,390,000

Other liabilities

 

7,230,967

Total liabilities

 

$

80,842,500

 

 

 

Minority interest in consolidated subsidiaries

 

141,523

 

 

 

EQUITY CAPITAL

 

 

Perpetual preferred stock and related surplus.

 

0

Common stock

 

1,135,284

Surplus

 

2,080,657

Retained earnings

 

5,021,014

Accumulated other comprehensive income

 

134,784

Other equity capital components

 

0

Total equity capital

 

8,371,739

Total liabilities minority interest and equity capital

 

$

89,355,762

 



 

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Thomas J. Mastro,
Senior Vice President and Comptroller

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

 

 

 

 

Thomas A. Renyi

 

 

 

Gerald L. Hassell 

 

 

Directors

Alan R. Griffith