EX-25.1 19 w57765ex25-1.txt FORM T-1, STATEMENT OF ELIGIBILITY... 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) HSBC BANK USA (Exact name of trustee as specified in its charter) New York 13-2774727 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 452 Fifth Avenue, New York, NY 10018-2706 (212) 525-5600 (Zip Code) (Address of principal executive offices) Warren L. Tischler Senior Vice President HSBC Bank USA 452 Fifth Avenue New York, New York 10018-2706 Tel: (212) 525-1311 (Name, address and telephone number of agent for service) COTT BEVERAGES INC. AND OTHER REGISTRANTS (SEE TABLE OF CO-REGISTRANTS BELOW) (Exact name of obligor as specified in its charter) Georgia None (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Cott Beverages Inc 33609 5405 Cypress Center Drive, Suite 100 (Zip Code) Tampa, Florida (Address of principal executive offices) 8% Senior Subordinated Notes due 2011,Series B Guarantees of 8.% Senior Subordinated Notes due 2011,series B (Title of Indenture Securities) Table of Co-Registrants
Exact Name of registrant State of other Jurisdiction of Primary standard Industrial IRS Employer as specified in its charter Incorporation or Organization Classification Number Identification Number ------------------------------------------------------------------------------------------------------------------ Cott Corporation Canada 2086 None Cott Holdings Inc Delaware & Nova Scotia 2086 None Cott USA Corp Georgia 2086 None Cott Vending Inc Delaware 2086 None Interim BCB,LLC Delaware 2086 None
General Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject. State of New York Banking Department. Federal Deposit Insurance Corporation, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None Item 16. List of Exhibits Exhibit T1A(i) (1) Copy of the Organization Certificate of HSBC Bank USA. T1A(ii) (1) Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of HSBC Bank USA to commence business as amended effective on March 29, 1999. T1A(iii) Not applicable. T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA as adopted on January 20, 1994 as amended on October 23, 1997. T1A(v) Not applicable. T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) Copy of the latest report of condition of the trustee (September 30, 2001), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) Not applicable. T1A(ix) Not applicable. (1) Exhibits previously filed with the Securities and Exchange Commission with registration No. 022-22429 and incorporated herein by reference thereto. (2) Exhibit previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, a banking corporation and trust company organized 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 February, 2002. HSBC BANK USA By: /s/ Herawattee Alli --------------------------------- Herawattee Alli Corporate Trust Officer EXHIBIT T1A (VII) 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 OMB Number: 1557-0081 -------------------------------------------------------------------------------- FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2004 Please refer to page i, [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 (19980930) ---------- (RCRI 9999) REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 2001 This report is required by law; 12 U.S.C. This report form is to be filed by banks with Section 324 (State member banks); 12 U.S.C. branches and consolidated subsidiaries in U.S. Section 1817 (State nonmember banks); and 12 territories and possessions, Edge or Agreement U.S.C. Section 161 (National banks). subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. NOTE: The Reports of Condition and Income must The Reports of Condition and Income are to be be signed by an authorized officer and the prepared in accordance with Federal regulatory Report of Condition must be attested to by not authority instructions. less than two directors (trustees) for State nonmember banks and three directors for State We, the undersigned directors (trustees), member and National Banks. attest to the correctness of this Report of Condition (including the supporting schedules) I, Gerald A. Ronning, Executive VP & Controller and declare that it has been examined by us and Name and Title of Officer Authorized to to the best of our knowledge and belief has Sign Report been prepared in conformance with the instructions issued by the appropriate Federal Of the named bank do hereby declare that these regulatory authority and is true and correct. Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge /s/ Youssef Nasr and believe. ----------------------------------------------- Director (Trustee) /s/ Gerald A. Ronning /s/ Bernard J. Kennedy ----------------------------------------------- ----------------------------------------------- Signature of Officer Authorized to Sign Report Director (Trustee) 11/13/01 /s/ Sal H. Alfieri ----------------------------------------------- ----------------------------------------------- Date of Signature Director (Trustee) SUBMISSION OF REPORTS Each Bank must prepare its Reports of Condition For electronic filing assistance, contact EDS and Income either: Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571. (a) in electronic form and then file the To fulfill the signature and attestation computer data file directly with the requirement for the Reports of Condition and banking agencies' collection agent, Income for this report date, attach this Electronic Data System Corporation (EDS), signature page to the hard-copy f the completed by modem or computer diskette; or report that the bank places in its files. (b) in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank's computer data file to EDS. FDIC Certificate Number 0 0 5 8 9 ------------- (RCRI 9030) http://WWW.BANKING.US.HSBC.COM HSBC Bank USA ----------------------------------------------- ----------------------------------------------- Primary Internet Web Address of Bank Legal Title of Bank (TEXT 9010) (Home Page), if any (TEXT 4087) (Example: www.examplebank.com) Buffalo ----------------------------------------------- City (TEXT 9130) N.Y. 14203 ----------------------------------------------- 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
REPORT OF CONDITION Consolidated domestic subsidiaries HSBC Bank USA of Buffalo ------------------------------------------------------------------------- Name of Bank City in the state of New York, at the close of business September 30, 2001
ASSETS Thousands of dollars Cash and balances due from depository institutions: Non-interest-bearing balances currency and coin $ 2,076,815 Interest-bearing balances 3,538,811 Held-to-maturity securities 4,326,937 Available-for-sale securities 13,928,573 Federal funds sold and securities purchased under agreements to resell 3,360,544 Loans and lease financing receivables: Loans and leases held for sale $ 2,692,063 Loans and leases net of unearned income $40,083,134 LESS: Allowance for loan and lease losses 514,152 Loans and lease, net of unearned income, allowance, and reserve $39,568,982 Trading assets 8,560,359 Premises and fixed assets 790,000 Other real estate owned 16,302 Investments in unconsolidated subsidiaries 239,678 Customers' liability to this bank on acceptances outstanding 105,958 Intangible assets: Goodwill 2,273,993 Intangible assets: Other intangible assets 328,866 Other assets 2,913,433 Total assets 84,721,314
LIABILITIES Deposits: In domestic offices 36,862,579 Non-interest-bearing 4,595,441 Interest-bearing 32,267,138 In foreign offices 20,975,215 Non-interest-bearing 334,236 Interest-bearing 20,640,979 Federal funds purchased and securities sold under agreements to repurchase 1,939,148 Trading Liabilities 4,048,651 Other borrowed money 7,823,352 Bank's liability on acceptances 105,958 Subordinated notes and debentures 1,539,985 Other liabilities 4,435,368 Total liabilities 77,730,256 Minority Interests in consolidated Subsidiaries 172 EQUITY CAPITAL Perpetual preferred stock and related surplus -- Common Stock 205,000 Surplus 6,427,110 Retained earnings 315,433 Accumulated other comprehensive income 38,451 Other equity capital components -- Total equity capital 6,990,886 Total liabilities, minority interests and equity capital 84,721,314