EX-25.1 8 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)

 


 

Not Applicable

 

94-1347393

(Jurisdiction of incorporation

or organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

 

420 Montgomery Street

San Fransisco, CA

 

94163

(Address of principal executive offices)

 

(Zip Code)

 


 

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-172

Sixth and Marquette, 17th Floor

Minneapolis, MN 55479

(agent for services)

 


 

CENTRAL GARDEN & PET COMPANY

(Exact name of obligor as specified in its charter)

 

DELAWARE

 

68-0275553

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3697 MT DIABLO BLVD., SUITE 300

LAFAYETTE, CALIFORNIA

 

94549

(Address of principal executive offices)

 

(Zip code)

 


 

9 1/8% Senior Subordinated Notes due 2013

(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. 20230

 

Federal Deposit Insurance Corporation

Washington, D.C. 20429

 

Federal Reserve Bank of San Francisco

San Francisco, CA 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.

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

 

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 for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 3.

  

A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 4.

  

Copy of By-laws of the trustee as now in effect. *

Exhibit 5.

  

Not applicable.

Exhibit 6.

  

The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7.

  

Attached is 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 exhibit number 25 filed with registration statement number 333-87398.

 


 

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 Los Angeles and State of California on the day of 14th of February, 2003.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ JEANIE MAR


Name:

Title:

 

Jeanie Mar

Vice President


 

Exhibit 6

 

February 14, 2003

 

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 thereof.

 

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ JEANIE MAR


Jeanie Mar

Vice President

 

 

 


 

Exhibit 7

 

Consolidated Report of Condition of

 

Wells Fargo Bank National Association

of 420 Montgomery Street, San Francisco, CA 94163

And Foreign and Domestic Subsidiaries,

at the close of business September 30, 2002, 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

  

$

8,221

Interest-bearing balances

  

 

4,188

Securities:

      

Held-to-maturity securities

  

 

0

Available-for-sale securities

  

 

5,844

Federal funds sold and securities purchased under agreements to resell:

      

Federal funds sold in domestic offices

  

 

2,148

Securities purchased under agreements to resell

  

 

7

Loans and lease financing receivables:

      

Loans and leases held for sale

  

 

22,302

Loans and leases, net of unearned income

  

 

94,512

LESS: Allowance for loan and lease losses

  

 

1,331

Loans and leases, net of unearned income and allowance

  

 

93,181

Trading Assets

  

 

6,152

Premises and fixed assets (including capitalized leases)

  

 

1,616

Other real estate owned

  

 

70

Investments in unconsolidated subsidiaries and associated companies

  

 

256

Customers’ liability to this bank on acceptances outstanding

  

 

42

Intangible assets

      

Goodwill

  

 

5,356

Other intangible assets

  

 

4,966

Other assets

  

 

11,512

    

Total assets

  

$

165,861

    

LIABILITIES

      

Deposits:

      

In domestic offices

  

$

87,329

Noninterest-bearing

  

 

26,595

Interest-bearing

  

 

60,734

In foreign offices, Edge and Agreement subsidiaries, and IBFs

  

 

16,057

Noninterest-bearing

  

 

4

Interest-bearing

  

 

16,053

Federal funds purchased and securities sold under agreements to repurchase:

      

Federal funds purchased in domestic offices

  

 

17,958

Securities sold under agreements to repurchase

  

 

469


 

    

Dollar Amounts

In Millions


Trading liabilities

  

 

6,096

Other borrowed money

      

(includes mortgage indebtedness and obligations under capitalized leases)

  

 

8,528

Bank’s liability on acceptances executed and outstanding

  

 

42

Subordinated notes and debentures

  

 

4,884

Other liabilities

  

 

7,364

    

Total liabilities

  

$

148,727

Minority interest in consolidated subsidiaries

  

 

33

EQUITY CAPITAL

      

Perpetual preferred stock and related surplus

  

 

0

Common stock

  

 

520

Surplus (exclude all surplus related to preferred stock)

  

 

13,272

Retained earnings

  

 

3,096

Accumulated other comprehensive income

  

 

213

Other equity capital components

  

 

0

    

Total equity capital

  

 

17,101

    

Total liabilities, minority interest, and equity capital

  

$

165,861

    

 

I, James E. Hanson, 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.

 

James E. Hanson

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.

 

Carrie L. Tolstedt

         

Howard Atkins

  

Directors

    

Clyde W. Ostler